F&G Annuities & Life Inc.
11/10/2025 | Press release | Distributed by Public on 11/10/2025 12:33
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; consumer spending; government spending; the volatility and strength of the capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policy; tariffs and trade sanctions on goods; trade wars; supply chain disruptions; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2024, and other filings with the Securities and Exchange Commission ("SEC").
Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," the "Company" or "F&G" refer collectively to F&G Annuities & Life, Inc., and its subsidiaries.
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
For a description of our business, including descriptions of recent business developments, see the discussion in Note A - Basis of Financial Statementsin the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Part I, Item 2.
Business Trends and Conditions
The following factors represent some of the key trends and uncertainties that have influenced the development of the Company and its historical financial performance, and we believe these key trends and uncertainties will continue to influence the business and financial performance of the Company in the future. See "Risk Factors" in this Quarterly Report on Form 10-Q and Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of risk factors that could affect our business.
Market Conditions
Market conditions can change rapidly with significant positive or negative impacts on our results. Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions. We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal year 2025. These factors include, among others, consumer spending, business investment, government spending, government shutdown, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs and trade sanctions on goods, trade wars, United States-China relations and supply chain disruptions.
In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us. To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions. See "Part I. Item 1A.
Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025, for further discussion of risk factors that could affect market conditions.
Interest Rate Environment
As of September 30, 2025 and December 31, 2024, our reserves, net of reinsurance, and weighted average crediting rate on our fixed rate annuities were $6.6 billion and 4.71% and $6.4 billion and 4.42%, respectively. Some of our products, most notably our fixed rate annuities, include guaranteed minimum crediting rates. We are required to pay the guaranteed minimum crediting rates even if earnings on our investment portfolio decline, which would negatively impact earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates for a longer period in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio would increase earnings if the average interest rate we pay on our products does not rise correspondingly. Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.
See "Quantitative and Qualitative Disclosure about Market Risk" in this Quarterly Report on Form 10-Q for a more detailed discussion of interest rate risk.
Aging of the U.S. Population
We believe that the aging of the U.S. population will continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life ("IUL") products. We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S. Census Bureau. The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.
Industry Factors and Trends Affecting Our Results of Operations
We operate in the sector of the insurance industry that focuses on the needs of middle-income Americans. The underserved middle-income market represents a major growth opportunity for us. As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our indexed annuity products afford. For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $130 billion of sales in 2024 and the registered index-linked annuities ("RILA") market grew from $17 billion of sales in 2019 to $62 billion of sales in 2024. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $2 billion of annual sales in 2024.
See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of industry factors and trends affecting our Results of Operations.
Critical Accounting Policies and Estimates
The accounting estimates described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. There were no changes to the Company's critical accounting policies or estimates during the nine months ended September 30, 2025. Management is required to make estimates and assumptions that can affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. See Note A - Basis of Financial Statementsincluded in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional description of certain significant accounting policies that have been followed in preparing our unaudited Condensed Consolidated Financial Statements.
Business Overview
We are in three distinct retail channels and two institutional markets. Our three retail channels include agent-based Independent Marketing Organizations ("IMOs"), banks and broker-dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF's acquisition of F&G on June 1, 2020 (the "FNF Acquisition"), and F&G's subsequent rating upgrades in mid-2020, we launched into banks and broker-dealers. Further, in 2021, we launched into two institutional markets to originate Funding Agreement Backed Notes ("FABN") and pension risk transfer ("PRT") transactions. The FABN Program offers funding agreements to institutional clients by means of capital markets transactions through investment banks. The funding agreements issued under the FABN Program are in addition to those issued to the Federal Home Loan Bank of Atlanta ("FHLB"). The PRT solutions business is supported by an experienced team, and we partner with brokers and institutional consultants for distribution. These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone ISG-I Advisors LLC ("Blackstone").
Additionally, we have expanded our owned distribution strategy with majority and minority ownership stakes in a number of IMOs, providing a diversified source of earnings while generating a meaningfully higher risk adjusted return on capital than retained business. Owned distribution further strengthens our relationships with key partners and with industry consolidation underway, we believe we are uniquely positioned to partner as a distribution consolidator. For our minority owned interests, our unaudited Condensed Consolidated Statements of Operations reflects dividend income in Interest and investment income. For our majority owned interests, unaffiliated commission revenue is recorded in Owned distribution revenue and unaffiliated expenses are recorded in Personnel costs and Other operating expenses in our unaudited Condensed Consolidated Statements of Operations.
In setting the features and pricing of our flagship indexed annuity products relative to our targeted net margin, we take into account our expectations regarding (1) the difference between the net investment income we earn and the sum of the interest credited to policyholders and the cost of hedging our risk on the policies; (2) fees, including surrender charges and rider fees, partly offset by vesting bonuses that we pay our policyholders; and (3) a number of related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.
On December 1, 2022, FNF distributed, on a pro rata basis, approximately 15% of the common stock of F&G. The purpose of the distribution was to enhance and more fully recognize the overall market value of each company. FNF retains control of F&G through ownership of approximately 82% of F&G common stock as of September 30, 2025.
Key Components of Our Historical Results of Operations
Through our insurance subsidiaries, we issue a broad portfolio of deferred annuities (indexed annuities and fixed rate annuities), IUL insurance, immediate annuities, funding agreements and PRT solutions. A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued. IUL insurance is a complementary type of contract that accumulates value in a cash value account and provides a payment to designated beneficiaries upon the policyholder's death. An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time. As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued. In essence, funding agreement providers issue fixed maturity contracts with fixed or floating interest rates in exchange for a single upfront premium. Our PRT products are comparable to income annuities, as we generally receive a single, upfront premium in exchange for paying a guaranteed stream of future income payments which are typically fixed in nature but may vary in duration based on participant mortality experience.
Under GAAP, premium collections for deferred annuities (indexed annuities and fixed rate annuities), immediate annuities and PRT without life contingency, and deposits received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of URL), and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, and other operating costs and expenses.
F&G hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions. We purchase derivatives consisting predominantly of equity options and, to a lesser degree, futures contracts (specifically for indexed annuity contracts) on the equity indices underlying the applicable policy. These derivatives are used to offset the reserve impact of the index credits due to policyholders under the indexed annuity and IUL contracts. The majority of all such equity options are one-year options purchased to match the funding requirements underlying the indexed annuity/IUL contracts. We attempt to manage the cost of these purchases through the terms of our indexed annuity/IUL contracts, which permit us to change caps, spread, or participation rates on each policy's annual anniversary, subject to certain guaranteed minimums that must be maintained. The equity options and futures contracts are marked to fair value with the change in fair value included as a component of net investment gains (losses). The change in fair value of the equity options and futures contracts includes the gains and losses recognized at the expiration of the instruments' terms or upon early termination and the changes in fair value of open positions. In addition, to reduce market risks from interest rate changes on our earnings associated with our floating rate investments, during 2023, we began to execute pay-float and receive-fixed interest rate swaps.
Market risk benefits ("MRBs") are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs (inclusive of reinsured MRBs) are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors. The change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns. Generally higher interest rates and equity returns result in gains whereas lower interest rates and equity returns result in losses. 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.
Earnings from products accounted for as deposit liabilities are primarily generated from the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed annuity/IUL policies, which includes the expenses incurred to fund the index credit with respect to indexed annuities/IULs. Proceeds received upon expiration or early termination of equity options purchased to fund annual index credits are recorded as part of the change in fair value of derivatives and are largely offset by an expense for index credits earned on annuity contractholder fund balances.
Our profitability depends in large part upon the amount of:
i.AUM (see "-Non-GAAP Financial Measures"),
ii.the excess of net investment income over the sum of interest credited to policyholders and the cost of hedging our risk on indexed product policies, earned on our average assets under management ("AAUM" - see "-Non-GAAP Financial Measures"),
iii.flow reinsurance fee income from allocating capital to the highest returning retained business while enhancing cash flow and generating fee-based earnings,
iv.owned distribution margin generated from a meaningfully higher risk adjusted return on capital than retained business and providing a diversifying source of earnings while further strengthening our relationships with key partners, and
v.through our disciplined expense management and the costs of acquiring new business (principally commissions to agents and bonuses credited to policyholders).
As we grow AUM, earnings generally increase. AUM increases when cash inflows, which include sales, exceed cash outflows. Managing the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed product policies, involves the ability to maximize returns on our AUM and minimize risks such as interest rate changes and defaults or impairment of investments. It also includes our ability to manage interest rates credited to policyholders and costs of the options and futures purchased to fund the annual index credits on the indexed annuities/IULs. We analyze returns on AAUM to measure our profitability.
F&G reinsures portions of its policy risks with other insurance companies. The use of indemnity reinsurance does not discharge an insurer from liability on the insurance ceded. The insurer is required to pay in full the amount of its insurance liability regardless of whether it is entitled to or able to receive payment from the reinsurer. The portion of risks exceeding F&G's retention limit is reinsured. F&G primarily seeks reinsurance coverage in order to manage loss exposures, to enhance our capital position, to diversify risks and earnings, and to manage new business volume. F&G follows reinsurance accounting when the treaty adequately transfers insurance risk and any acquisition cost reimbursements reduce policy acquisition costs deferred and maintenance expense reimbursements reduce direct expenses incurred. Otherwise, F&G follows deposit accounting if there is inadequate transfer of insurance risk or if the underlying policy for which risk is being transferred is an investment contract that does not contain insurance risk. See Note E - Reinsuranceto the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, this Quarterly Report on Form 10-Q includes non-GAAP financial measures, which the Company believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. Management believes these non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. By disclosing these non-GAAP financial measures, the Company believes it offers investors a greater understanding of, and an enhanced level of transparency into, the means by which the Company's management operates the Company. Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings, net earnings attributable to common shareholders, or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are provided within this Quarterly Report on Form 10-Q.
Adjusted Net Earnings attributable to common shareholders
Adjusted net earnings attributable to common shareholders is a non-GAAP economic measure we use to evaluate financial performance each period. Adjusted net earnings attributable to common shareholders is calculated by adjusting net earnings (loss) attributable to common shareholders to eliminate:
(i) Recognized (gains) and losses, net: the impact of net investment gains/losses, including changes in allowance for expected credit losses and other than temporary impairment ("OTTI") losses, recognized in operations; and the effects of changes in fair value of the reinsurance related embedded derivative and other derivatives, including interest rate swaps and forwards;
(ii) Market related liability adjustments: the impacts related to changes in the fair value, including both realized and unrealized gains and losses, of index product related derivatives and embedded derivatives, net of hedging cost; the impact of initial pension risk transfer deferred profit liability losses, including amortization
from previously deferred pension risk transfer deferred profit liability losses; and the changes in the fair value of market risk benefits by deferring current period changes and amortizing that amount over the life of the market risk benefit;
(iii) Purchase price amortization: the impacts related to the amortization of certain intangibles (internally developed software, trademarks and value of distribution asset and the change in fair value of liabilities recognized as a result of acquisition activities);
(iv) Transaction costs: the impacts related to acquisition, integration and merger related items;
(v) Other and "non-recurring," "infrequent" or "unusual items": Other adjustments include removing any charges associated with U.S. guaranty fund assessments as these charges neither relate to the ordinary course of the Company's business nor reflect the Company's underlying business performance, but result from external situations not controlled by the Company. Further, Management excludes certain items determined to be "non-recurring," "infrequent" or "unusual" from adjusted net earnings when incurred if it is determined these expenses are not a reflection of the core business and when the nature of the item is such that it is not reasonably likely to recur within two years and/or there was not a similar item in the preceding two years;
(vi) Non-controlling interest on non-GAAP adjustments: the portion of the non-GAAP adjustments attributable to the equity interest of entities that F&G does not wholly own; and
(vii) Income taxes: the income tax impact related to the above-mentioned adjustments is measured using an effective tax rate, as appropriate by tax jurisdiction.
While these adjustments are an integral part of the overall performance of F&G, market conditions and/or the non-operating nature of these items can overshadow the underlying performance of the core business. Accordingly, management considers this to be a useful measure internally and to investors and analysts in analyzing the trends of our operations. Adjusted net earnings should not be used as a substitute for net earnings (loss). However, we believe the adjustments made to net earnings (loss) in order to derive adjusted net earnings provide an understanding of our overall results of operations.
For example, we could have strong operating results in a given period, yet report net income that is materially less, if during such period the fair value of our derivative assets hedging the indexed annuity and IUL index credit obligations decreased due to general equity market conditions but the embedded derivative liability related to the index credit obligation did not decrease in the same proportion as the derivative assets because of non-equity market factors such as interest rate and non-performance credit spread movements. Similarly, we could also have poor operating results in a given period yet show net earnings (loss) that is materially greater, if during such period the fair value of the derivative assets increased but the embedded derivative liability did not increase in the same proportion as the derivative assets. We hedge our index credits with a combination of static and dynamic strategies, which can result in earnings volatility, the effects of which are generally likely to reverse over time. Our management and board of directors review adjusted net earnings and net earnings (loss) as part of their examination of our overall financial results. However, these examples illustrate the significant impact derivative and embedded derivative movements can have on our net earnings (loss). Accordingly, our management performs a review and analysis of these items, as part of their review of our hedging results each period.
Amounts attributable to the fair value accounting for derivatives hedging the indexed annuities and IUL index credits and the related embedded derivative liability fluctuate from period to period based upon changes in the derivative's underlying index, changes in the interest rates and non-performance credit spreads used to discount the embedded derivative liability, and the fair value assumptions reflected in the embedded derivative liability. The accounting standards for fair value measurement require the discount rates used in the calculation of the embedded derivative liability to be based on risk-free interest rates adjusted for our non-performance as of the reporting date. The impact of the change in fair values of these derivatives and hedging costs has been removed from net earnings (loss) in calculating adjusted net earnings.
Assets Under Management ("AUM")
AUM is comprised of the following components and is reported net of reinsurance assets ceded in accordance with GAAP:
(i) total invested assets at amortized cost, excluding investments in unconsolidated affiliates, owned distribution and derivatives;
(ii) investments in unconsolidated affiliates at carrying value;
(iii) related party loans and investments;
(iv) accrued investment income;
(v) the net payable/receivable for the purchase/sale of investments; and
(vi) cash and cash equivalents excluding derivative collateral at the end of the period.
Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the size of our investment portfolio that is retained.
Average Assets Under Management ("AAUM")
AAUM is calculated as AUM at the beginning of the period and the end of each month in the period, divided by the total number of months in the period plus one.
Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the rate of return on retained assets.
Sales
Annuity, IUL, funding agreement and non-life contingent PRT sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP. Sales from these products are recorded as deposit liabilities (i.e., contractholder funds) within the Company's consolidated financial statements in accordance with GAAP. Life contingent PRT sales are recorded as premiums in revenues within the consolidated financial statements. Management believes that presentation of sales, as measured for management purposes, enhances the understanding of our business and helps depict longer term trends that may not be apparent in the results of operations due to the timing of sales and revenue recognition.
Yield on AAUM
Yield on AAUM is calculated by dividing annualized GAAP net investment income by AAUM. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.
Results of Operations
The results of operations for the three and nine months ended September 30, 2025 and September 30, 2024 were as follows (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Life insurance premiums and other fees | $ | 711 | $ | 506 | $ | 1,808 | $ | 1,711 | ||||||||||||||||||
| Interest and investment income | 748 | 712 | 2,096 | 2,012 | ||||||||||||||||||||||
| Owned distribution revenues | 24 | 20 | 63 | 61 | ||||||||||||||||||||||
| Recognized gains and (losses), net | 211 | 206 | (1) | 401 | ||||||||||||||||||||||
| Total revenues | 1,694 | 1,444 | 3,966 | 4,185 | ||||||||||||||||||||||
| Benefits and expenses | ||||||||||||||||||||||||||
| Benefits and other changes in policy reserves | 1,181 | 1,095 | 2,698 | 2,864 | ||||||||||||||||||||||
| Market risk benefit (gains) losses | 43 | 71 | 148 | 80 | ||||||||||||||||||||||
| Depreciation and amortization | 180 | 147 | 491 | 417 | ||||||||||||||||||||||
| Personnel costs | 79 | 80 | 223 | 215 | ||||||||||||||||||||||
| Other operating expenses | 38 | 45 | 121 | 149 | ||||||||||||||||||||||
| Interest expense | 42 | 36 | 123 | 94 | ||||||||||||||||||||||
| Total benefits and expenses | 1,563 | 1,474 | 3,804 | 3,819 | ||||||||||||||||||||||
| Earnings (loss) before income taxes | 131 | (30) | 162 | 366 | ||||||||||||||||||||||
| Income tax expense (benefit) | 11 | (25) | 21 | 51 | ||||||||||||||||||||||
| Net earnings (loss) | 120 | (5) | 141 | 315 | ||||||||||||||||||||||
| Less: Non-controlling interests | 2 | 1 | 4 | 3 | ||||||||||||||||||||||
| Net earnings (loss) attributable to F&G | 118 | (6) | 137 | 312 | ||||||||||||||||||||||
| Less: Preferred stock dividend | 4 | 4 | 13 | 13 | ||||||||||||||||||||||
| Net earnings (loss) attributable to F&G common shareholders | $ | 114 | $ | (10) | $ | 124 | $ | 299 | ||||||||||||||||||
The following table summarizes sales by product type (in millions) (see "Non-GAAP Financial Measures"):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Indexed annuities ("FIA/RILA") | $ | 1,665 | $ | 1,847 | $ | 4,827 | $ | 4,932 | ||||||||||||||||||
| IUL | 41 | 39 | 137 | 125 | ||||||||||||||||||||||
| PRT | 538 | 337 | 1,294 | 1,259 | ||||||||||||||||||||||
| Subtotal: Core sales | 2,244 | 2,223 | 6,258 | 6,316 | ||||||||||||||||||||||
| Fixed rate annuities ("MYGA") | 969 | 1,655 | 3,438 | 4,457 | ||||||||||||||||||||||
| Funding agreements ("FABN/FHLB") | 1,025 | - | 1,550 | 1,020 | ||||||||||||||||||||||
| Subtotal: Opportunistic sales | 1,994 | 1,655 | 4,988 | 5,477 | ||||||||||||||||||||||
| Gross sales | 4,238 | 3,878 | 11,246 | 11,793 | ||||||||||||||||||||||
| Sales attributable to flow reinsurance to third parties | (1,438) | (1,492) | (3,521) | (3,660) | ||||||||||||||||||||||
| Net sales | $ | 2,800 | $ | 2,386 | $ | 7,725 | $ | 8,133 | ||||||||||||||||||
•Gross sales were higher for the three months ended September 30, 2025, and lower for the nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively. Core sales of indexed annuities, IUL, and PRT were modestly higher for the three months ended September 30, 2025 and modestly lower for the nine months ended September 30, 2025. Opportunistic sales of MYGA and funding agreements are subject to fluctuation period to period based on economics and market opportunity; we continue to prioritize pricing discipline and capital allocation to the highest return opportunities.
•Sales attributable to flow reinsurance to third parties, including the new reinsurance vehicle effective August 1, 2025, were lower during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, primarily reflecting the levels of MYGA sales during the respective periods.
Revenues
Life Insurance Premiums and Other Fees
Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on indexed annuity policies, the cost of insurance on IUL policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts (up to 10% of the prior year's value, subject to certain limitations). The following table summarizes the Life insurance premiums and other fees, on the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and September 30, 2024 (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Life-contingent pension risk transfer premiums | $ | 536 | $ | 332 | $ | 1,279 | $ | 1,240 | ||||||||||||||||||
| Traditional life insurance and life-contingent immediate annuity premiums | 8 | 8 | 27 | 29 | ||||||||||||||||||||||
| Surrender charges | 70 | 82 | 196 | 195 | ||||||||||||||||||||||
| Policyholder fees and other income | 97 | 84 | 306 | 247 | ||||||||||||||||||||||
|
Life insurance premiums and other fees
|
$ | 711 | $ | 506 | $ | 1,808 | $ | 1,711 | ||||||||||||||||||
•Life-contingent pension risk transfer premiums increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, reflecting the timing of PRT transactions. PRT premiums are subject to fluctuation period to period.
•Surrender charges decreased for the three months ended September 30, 2025 and were relatively unchanged for the nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively. These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments ("MVAs"), primarily on our indexed annuities policies, and are subject to changes in the interest rate environment.
•Policyholder fees and other income increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily reflecting increased cost of insurance charges, net of changes in unearned revenue liabilities ("URL") on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit ("GMWB") rider fees. GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year. The increase for the nine months ended September 30, 2025 also includes a reinsurance true-up adjustment.
Interest and Investment Income
Below is a summary of interest and investment income (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Fixed maturity securities, available-for-sale | $ | 586 | $ | 562 | $ | 1,686 | $ | 1,620 | ||||||||||||||||||
| Equity securities | 5 | 5 | 14 | 16 | ||||||||||||||||||||||
| Preferred securities | 3 | 5 | 10 | 18 | ||||||||||||||||||||||
| Mortgage loans | 97 | 69 | 266 | 200 | ||||||||||||||||||||||
| Invested cash and short-term investments | 18 | 53 | 83 | 115 | ||||||||||||||||||||||
| Limited partnerships | 91 | 83 | 205 | 234 | ||||||||||||||||||||||
| Other investments | 15 | 9 | 27 | 25 | ||||||||||||||||||||||
| Gross investment income | 815 | 786 | 2,291 | 2,228 | ||||||||||||||||||||||
| Investment expense | (67) | (74) | (195) | (216) | ||||||||||||||||||||||
| Interest and investment income | $ | 748 | $ | 712 | $ | 2,096 | $ | 2,012 | ||||||||||||||||||
Interest and investment income 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. Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $219 million and $592 million for the three and nine months ended September 30, 2025, respectively, and $181 million and $463 million for the three and nine months ended September 30, 2024, respectively.
Our AAUM and yield on AAUM are summarized as follows (annualized) (dollars in millions) (see "Non-GAAP Financial Measures"):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Annualized interest and investment income | $ | 2,992 | $ | 2,848 | $ | 2,795 | $ | 2,683 | ||||||||||||||||||
| AAUM | 55,654 | 52,661 | 54,870 | 50,970 | ||||||||||||||||||||||
| Yield on AAUM (at amortized cost) | 5.38 | % | 5.41 | % | 5.09 | % | 5.26 | % | ||||||||||||||||||
•AAUM was higher for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, reflecting net new business asset flows, stable inforce retention and, for the nine months ended September 30, 2025, net capital transaction proceeds.
•Interest and investment income was higher for the three months ended September 30, 2025, compared to the three and months ended September 30, 2024, primarily due to $42 million from invested asset growth and $12 million of all other rate and mix impacts, partially offset by $18 million of lower returns on alternative investments.
•Interest and investment income was higher for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to $154 million from invested asset growth and $23 million of all other rate and mix impacts, partially offset by $93 million of lower returns on alternative investments.
Owned Distribution Revenues
Below is a summary of owned distribution revenues (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Owned distribution revenues | $ | 24 | $ | 20 | $ | 63 | $ | 61 | ||||||||||||||||||
•Owned distribution revenues represent commissions received by our majority owned distribution partners generated from third-party annuity and life insurance sales. Override and bonus commissions are recognized as revenue at the effective date of each policy sold under a contract. Owned distribution revenues were higher for the three months and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily reflecting higher commission revenues for the respective periods.
Recognized Gains and (Losses), Net
Below is a summary of the major components included in recognized gains and (losses), net (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets | $ | (10) | $ | 14 | $ | (37) | $ | 99 | ||||||||||||||||||
| Change in allowance for expected credit losses | 1 | (10) | (41) | (33) | ||||||||||||||||||||||
| Net realized and unrealized gains (losses) on certain derivatives instruments | 277 | 377 | 232 | 515 | ||||||||||||||||||||||
| Change in fair value of reinsurance related embedded derivatives | (60) | (178) | (162) | (186) | ||||||||||||||||||||||
| Change in fair value of other derivatives and embedded derivatives | 3 | 3 | 7 | 6 | ||||||||||||||||||||||
| Recognized gains and (losses), net | $ | 211 | $ | 206 | $ | (1) | $ | 401 | ||||||||||||||||||
Recognized gains and (losses), net 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 $(77) million and $(176) million for the three and nine month periods ended September 30, 2025, and $(177) million and $(186) million for the three and nine month periods ended September 30, 2024, respectively.
•For the three months ended September 30, 2025, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of net realized losses on fixed maturity available-for-sale securities.
•For the nine months ended September 30, 2025, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market losses on our equity securities and net realized losses on fixed maturity available-for-sale securities.
•For the three months ended September 30, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market gains on our preferred and equity securities.
•For the nine months ended September 30, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of unrealized FVO gains on owned distribution investments and mark-to-market gains on our preferred and equity securities.
•The change in allowance for expected credit losses primarily relates to available for sale securities.
•For all periods, net realized and unrealized gains (losses) on certain derivative instruments primarily relate to the net realized and unrealized gains (losses) on equity options and futures used to hedge indexed
annuity and IUL products, including gains on option and futures expiration and changes in the fair value of interest rate swaps. See the table below for primary drivers of gains (losses) on certain derivatives.
•The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld ("FWH") portfolio.
We utilize a combination of static (equity options) and dynamic (long futures contracts) instruments in our product hedging strategy. Equity options and futures contracts are generally based upon the performance of various equity indices, such as the S&P 500 Index, as well as other bond and gold market indices.
We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments and we utilize foreign currency swaps to reduce market risks from fluctuations in foreign exchange rates that impact earnings associated with our foreign currency denominated investments.
The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuities, universal life products and floating rate investments are summarized in the table below (dollars in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Equity options: | ||||||||||||||||||||||||||
| Realized (losses) gains | $ | (56) | $ | 33 | $ | (130) | $ | 49 | ||||||||||||||||||
| Change in unrealized gains | 325 | 227 | 291 | 438 | ||||||||||||||||||||||
| Futures contracts: | ||||||||||||||||||||||||||
| Gains on futures contracts expiration | 6 | 1 | 16 | 15 | ||||||||||||||||||||||
| Change in unrealized gains | 6 | 6 | 10 | 3 | ||||||||||||||||||||||
| Foreign currency swaps losses | - | - | (7) | - | ||||||||||||||||||||||
| Interest rate swaps (losses) gains | (5) | 114 | 62 | 9 | ||||||||||||||||||||||
| Other derivative investments: | ||||||||||||||||||||||||||
| Gains (losses) on other derivative investments | 1 | (4) | (10) | 1 | ||||||||||||||||||||||
| Total net change in fair value | $ | 277 | $ | 377 | $ | 232 | $ | 515 | ||||||||||||||||||
| Annual Point-to-Point Change in S&P 500 Index during the periods | 8 | % | 6 | % | 16 | % | 34 | % | ||||||||||||||||||
| Secured Overnight Financing Rates | 4.24 | % | 4.96 | % | 4.24 | % | 4.96 | % | ||||||||||||||||||
•Realized gains and (losses) on certain derivative instruments are directly correlated to the performance of the indices upon which the equity options and futures contracts are based and the value of the derivatives at the time of expiration compared to the value at the time of purchase.
•The changes in unrealized gains (losses) due to the net changes in fair value of equity options and futures contracts are driven by the underlying performance of the indices, such as the S&P 500 Index, upon which the equity options and futures contracts are based during each respective period relative to the respective indices on the policyholder buy dates.
•The net change in fair value of the foreign currency and interest rate swaps were primarily driven by fluctuations in the foreign currency exchange rate and interest rate indexes underlying the swap contracts.
The average index credits to policyholders are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Average Crediting Rate | 4 | % | 5 | % | 4 | % | 4 | % | ||||||||||||||||||
| S&P 500 Index: | ||||||||||||||||||||||||||
| Point-to-point strategy | 5 | % | 5 | % | 5 | % | 4 | % | ||||||||||||||||||
| Monthly average strategy | 3 | % | 4 | % | 3 | % | 3 | % | ||||||||||||||||||
| Monthly point-to-point strategy | 1 | % | 5 | % | 2 | % | 4 | % | ||||||||||||||||||
| 3 year high water mark | 17 | % | 3 | % | 12 | % | 4 | % | ||||||||||||||||||
•Actual amounts credited to contractholder fund balances may differ from the index appreciation due to contractual features in the indexed annuity contracts and certain IUL contracts (caps, spreads and participation rates), which allow us to manage the cost of the options purchased to fund the annual index credits.
•The credits for the periods presented were based on comparing the S&P 500 Index on each issue date in the period to the same issue date in the respective prior year periods.
Benefits and Expenses
Benefits and Other Changes in Policy Reserves
Below is a summary of the major components included in Benefits and other changes in policy reserves (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| PRT agreements | $ | 561 | $ | 341 | $ | 1,331 | $ | 1,282 | ||||||||||||||||||
| Indexed annuities/IUL market related liability movements | 163 | 321 | 71 | 460 | ||||||||||||||||||||||
| Index credits, interest credited and bonuses | 474 | 427 | 1,314 | 1,108 | ||||||||||||||||||||||
| Other changes in policy reserves | (17) | 6 | (18) | 14 | ||||||||||||||||||||||
| Benefits and other changes in policy reserves | $ | 1,181 | $ | 1,095 | $ | 2,698 | $ | 2,864 | ||||||||||||||||||
•PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, reflecting the timing of PRT transactions. PRT transactions are subject to fluctuation period to period.
•The indexed annuities/IUL market related liability movements during the three and nine months ended September 30, 2025 and September 30, 2024, respectively, are mainly driven by changes in the equity markets, non-performance spreads, and risk free rates during the respective periods. The change in risk free rates and non-performance spreads increased the direct indexed annuities market related liability by $92 million and $255 million during the three months ended September 30, 2025 and September 30, 2024, respectively. The change in risk free rates and non-performance spreads increased the direct indexed annuities market related liability by $175 million and $87 million during the nine months ended September 30, 2025 and September 30, 2024, respectively. The remaining changes in market value of the market related liability movements for all periods were primarily driven by equity market impacts. See "Revenues - Recognized gains and (losses), net" above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.
•Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees.
â—¦During the three and nine months ended September 30, 2025 and September 30, 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 FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds. These changes resulted in increases (decreases) in total benefits and other changes in policy reserves of approximately $(4) million and ($136) million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $(30) million and ($79) million for the nine months ended September 30, 2025 and September 30, 2024, respectively.
•Index credits, interest credited and bonuses for the three and nine months ended September 30, 2025, were higher compared to the three and nine months ended September 30, 2024, primarily reflecting higher index credits and interest credited on indexed annuities and other policies as a result of market movement during the respective periods and higher interest credited associated with the growth in PRT agreements.
Market Risk Benefit (Gains) Losses
Below is a summary of market risk benefit (gains) losses (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Market risk benefit (gains) losses | $ | 43 | $ | 71 | $ | 148 | $ | 80 | ||||||||||||||||||
•Market risk benefit (gains) losses are primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected changes in assumptions during the periods. Market risk benefit (gains) losses are reported net of reinsurance, reflecting an amended reinsurance agreement effective July 1, 2024.
•Changes in market risk benefit (gains) losses for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily reflect favorable market related movements. Changes in market risk benefit (gains) losses for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.
Depreciation and Amortization
Below is a summary of the major components included in depreciation and amortization (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Amortization of DAC, VOBA and DSI | $ | 150 | $ | 127 | $ | 424 | $ | 364 | ||||||||||||||||||
| Amortization of other intangible assets and fixed asset depreciation | 30 | 20 | 67 | 53 | ||||||||||||||||||||||
| Depreciation and amortization | $ | 180 | $ | 147 | $ | 491 | $ | 417 | ||||||||||||||||||
•DAC, VOBA 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. Depreciation and amortization increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily reflecting increased DAC and DSI associated with the growth of the business. In addition, as a result of our annual actuarial assumption update process, amortization rates on some DAC and DSI balances increased primarily for indexed annuities. Amortization of VOBA also increased approximately $15 million for the nine months ended September 30, 2024 reflecting other actuarial model updates and refinements.
Personnel Costs and Other Operating Expenses
Below is a summary of personnel costs and other operating expenses (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Personnel costs | $ | 79 | $ | 80 | $ | 223 | $ | 215 | ||||||||||||||||||
| Other operating expenses | 38 | 45 | 121 | 149 | ||||||||||||||||||||||
| Total personnel costs and other operating expenses | $ | 117 | $ | 125 | $ | 344 | $ | 364 | ||||||||||||||||||
•Personnel costs and other operating expenses were lower for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, primarily reflecting costs in line with sales volumes and growth in assets, disciplined expense management, including one-time management actions taken in the second quarter and one-time transaction costs in the third quarter, along with continued investments in our operating platform.
Interest expense
Below is a summary of interest expense (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Interest expense | $ | 42 | $ | 36 | $ | 123 | $ | 94 | ||||||||||||||||||
•Interest expense increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily reflecting interest on the debt issuances in 2024 and January 2025, partially offset by the payoffs of the 5.50% Senior Notes in February 2025 and the revolving credit facility in 2024.
Other Items Affecting Net Earnings
Income Tax Expense (Benefit)
Below is a summary of the major components included in income tax expense (benefit) (dollars in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Earnings (loss) before taxes | $ | 131 | $ | (30) | $ | 162 | $ | 366 | ||||||||||||||||||
| Income tax expense (benefit) before valuation allowance | 21 | (11) | 25 | 63 | ||||||||||||||||||||||
| Change in valuation allowance | (10) | (14) | (4) | (12) | ||||||||||||||||||||||
| Income tax expense (benefit) | $ | 11 | $ | (25) | $ | 21 | $ | 51 | ||||||||||||||||||
| Effective rate | 8 | % | 83 | % | 13 | % | 14 | % | ||||||||||||||||||
•Income tax expense for the three months ended September 30, 2025 was $11 million, compared to income tax benefit of $25 million for the three months ended September 30, 2024. The effective tax rate was 8% and 83% for the three months ended September 30, 2025 and September 30, 2024, respectively. The increase in income tax expense period over period is primarily related to the increase in pre-tax income.
•Income tax expense for the nine months ended September 30, 2025 was $21 million, compared to income tax expense of $51 million for the nine months ended September 30, 2024. The effective tax rate was 13% and 14% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The decrease in income tax expense period over period is primarily related to the decrease in pre-tax income.
•See Note H - Income Taxesto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Adjusted Net Earnings (See "-Non-GAAP Financial Measures")
The table below shows the adjustments made to reconcile Net earnings (loss) attributable to common shareholders to Adjusted net earnings attributable to common shareholders (in millions):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net earnings (loss) attributable to F&G common shareholders | $ | 114 | $ | (10) | $ | 124 | $ | 299 | ||||||||||||||||||
| Non-GAAP adjustments: | ||||||||||||||||||||||||||
| Recognized (gains) and losses, net | ||||||||||||||||||||||||||
| Net realized and unrealized (gains) losses on fixed maturity available-for-sale securities, equity securities and other invested assets | 10 | (15) | 37 | (100) | ||||||||||||||||||||||
| Change in allowance for expected credit losses | (1) | 10 | 40 | 32 | ||||||||||||||||||||||
| Change in fair value of reinsurance related embedded derivatives | 60 | 178 | 162 | 186 | ||||||||||||||||||||||
| Change in fair value of other derivatives and embedded derivatives | (1) | (127) | (63) | (58) | ||||||||||||||||||||||
| Recognized (gains) losses, net | 68 | 46 | 176 | 60 | ||||||||||||||||||||||
| Market related liability adjustments | (37) | 145 | 50 | 19 | ||||||||||||||||||||||
| Purchase price amortization | 29 | 22 | 62 | 63 | ||||||||||||||||||||||
| Transaction costs, other and non-recurring items | 6 | - | 15 | (3) | ||||||||||||||||||||||
| Non-controlling interest | (2) | (3) | (6) | (8) | ||||||||||||||||||||||
| Income taxes adjustment | (13) | (44) | (62) | (27) | ||||||||||||||||||||||
| Adjusted net earnings attributable to common shareholders | $ | 165 | $ | 156 | $ | 359 | $ | 403 | ||||||||||||||||||
The commentary below is intended to provide additional information on the significant income and expense items that help explain the trends in our adjusted net earnings for each time period, as we believe these items provide further clarity to the financial performance of the business.
•Adjusted net earnings of $165 million for the three months ended September 30, 2025 included income from $10 million tax valuation allowance benefit and $4 million of actuarial reserve release. Investment income from alternative investments was $67 million below management's long-term expected return of approximately 10%.
•Adjusted net earnings of $156 million for the three months ended September 30, 2024 included net expense from $17 million of actuarial assumption updates; partially offset by income from a $14 million tax valuation allowance benefit. Investment income from alternative investments was $41 million below management's long-term expected return of approximately 10%.
•Adjusted net earnings of $359 million for the nine months ended September 30, 2025 included income from $16 million reinsurance true-up adjustment, $10 million tax valuation allowance benefit, and $4 million of actuarial reserve release. Investment income from alternative investments was $213 million below management's long-term expected return of approximately 10%.
•Adjusted net earnings of $403 million for the nine months ended September 30, 2024 included expense from $33 million of actuarial model updates and refinements; partially offset by income from a $14 million tax valuation allowance benefit and $2 million of other income items. Investment income from alternative investments was $113 million below management's long-term expected return of approximately 10%.
Investment Portfolio
The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies. Within the parameters of these laws, we invest in assets giving consideration to four primary investment objectives: (i) maintain robust absolute returns; (ii) provide reliable yield and investment income; (iii) preserve capital; and (iv) provide liquidity to meet policyholder and other corporate obligations.
Our investment portfolio is designed to contribute stable earnings, excluding short term mark to market effects, and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.
As of September 30, 2025 and December 31, 2024, the fair value of our investment portfolio was approximately $67 billion and $60 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Fair Value | Percent | Fair Value | Percent | ||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||
| United States Government full faith and credit | $ | 422 | 1 | % | $ | 158 | - | % | |||||||||||||||
| United States Government sponsored entities | 180 | - | 95 | - | |||||||||||||||||||
| United States municipalities, states and territories | 1,374 | 2 | 1,346 | 2 | |||||||||||||||||||
| Foreign Governments | 238 | - | 186 | - | |||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||
| Finance, insurance and real estate | 9,116 | 14 | 8,611 | 14 | |||||||||||||||||||
| Manufacturing, construction and mining | 1,342 | 2 | 1,139 | 2 | |||||||||||||||||||
| Utilities, energy and related sectors | 3,519 | 5 | 2,971 | 5 | |||||||||||||||||||
| Wholesale/retail trade | 3,530 | 5 | 3,210 | 5 | |||||||||||||||||||
| Services, media and other | 4,913 | 7 | 4,547 | 8 | |||||||||||||||||||
| Hybrid securities | 582 | 1 | 581 | 1 | |||||||||||||||||||
| Non-agency residential mortgage-backed securities | 2,784 | 4 | 2,693 | 5 | |||||||||||||||||||
| Commercial mortgage-backed securities (a) | 5,342 | 8 | 5,131 | 9 | |||||||||||||||||||
| Asset-backed securities ("ABS") (a) | 7,476 | 11 | 10,270 | 17 | |||||||||||||||||||
|
Collateral loan obligations and loan backed-private obligations ("CLO") (a)
|
10,783 | 16 | 5,379 | 9 | |||||||||||||||||||
| Total fixed maturity available for sale securities | 51,601 | 76 | 46,317 | 77 | |||||||||||||||||||
| Equity securities (b) | 352 | 1 | 415 | 1 | |||||||||||||||||||
| Limited partnerships: | |||||||||||||||||||||||
| Private equity | 2,046 | 3 | 1,830 | 3 | |||||||||||||||||||
| Real assets | 783 | 1 | 437 | 1 | |||||||||||||||||||
| Credit | 1,631 | 3 | 1,021 | 2 | |||||||||||||||||||
| Limited partnerships | 4,460 | 7 | 3,288 | 6 | |||||||||||||||||||
| Commercial mortgage loans | 3,068 | 5 | 2,404 | 4 | |||||||||||||||||||
| Residential mortgage loans | 3,896 | 6 | 2,916 | 5 | |||||||||||||||||||
| Other (primarily derivatives, company owned life insurance and unconsolidated owned distribution investments) | 2,651 | 4 | 1,753 | 3 | |||||||||||||||||||
| Short term investments | 910 | 1 | 2,410 | 4 | |||||||||||||||||||
| Total investments | $ | 66,938 | 100 | % | $ | 59,503 | 100 | % | |||||||||||||||
(a)Balances at September 30, 2025, reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
(b)Includes investment grade non-redeemable preferred stocks ($204 million and $222 million at September 30, 2025 and December 31, 2024, respectively).
income assets across a wide range of sectors, including Corporate securities, U.S. Government and government-sponsored agency securities, and Structured securities, among others.
The NAIC's Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for regulatory filings. The SVO conducts credit analysis on these securities for the purpose of assigning a NAIC designation or unit price. Typically, if a security has been rated by a nationally recognized statistical rating organization ("NRSRO"), the SVO utilizes that rating and assigns a NAIC designation based upon the NAIC published comparison of NRSRO ratings to NAIC designations.
The NAIC determines ratings for non-agency residential mortgage-backed securities ("RMBS") and commercial mortgage-backed securities using modeling that estimates security level expected losses under a variety of economic scenarios. For such assets issued prior to January 1, 2013, an insurer's amortized cost basis in applicable assets can impact the assigned rating. In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations). All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our fixed income portfolio (dollars in millions) at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| NRSRO Rating | NAIC Designation | Amortized Cost | Fair Value | Fair Value Percent | Amortized Cost | Fair Value | Fair Value Percent | |||||||||||||||||||||||||||||||||||||
| AAA/AA/A | 1 | $ | 34,104 | $ | 32,582 | 63 | % | $ | 31,258 | $ | 29,174 | 63 | % | |||||||||||||||||||||||||||||||
| BBB | 2 | 17,379 | 16,680 | 33 | 16,254 | 15,082 | 33 | |||||||||||||||||||||||||||||||||||||
| BB | 3 | 1,624 | 1,583 | 3 | 1,591 | 1,538 | 3 | |||||||||||||||||||||||||||||||||||||
| B | 4 | 530 | 508 | 1 | 375 | 353 | 1 | |||||||||||||||||||||||||||||||||||||
| CCC | 5 | 132 | 108 | - | 100 | 68 | - | |||||||||||||||||||||||||||||||||||||
| CC and lower | 6 | 236 | 140 | - | 151 | 102 | - | |||||||||||||||||||||||||||||||||||||
|
Total
|
$ | 54,005 | $ | 51,601 | 100 | % | $ | 49,729 | $ | 46,317 | 100 | % | ||||||||||||||||||||||||||||||||
Investment Concentrations
The tables below present the top ten structured security and industry categories of our fixed maturity and equity securities including the fair value and percent of total fixed maturity and equity securities fair value as of September 30, 2025 and December 31, 2024 (dollars in millions).
| September 30, 2025 | ||||||||||||||
| Top 10 Concentrations | Fair Value | Percent of Total Fair Value | ||||||||||||
| CLO (a) | $ | 10,782 | 21 | % | ||||||||||
| ABS (a) | 7,476 | 14 | ||||||||||||
| Commercial mortgage-backed securities | 5,342 | 9 | ||||||||||||
| Diversified financial services | 4,199 | 8 | ||||||||||||
| Whole loan collateralized mortgage obligation | 2,765 | 5 | ||||||||||||
| Banking | 2,017 | 4 | ||||||||||||
| Insurance | 1,894 | 4 | ||||||||||||
| Municipal | 1,374 | 3 | ||||||||||||
| Electric | 1,374 | 3 | ||||||||||||
| Pipelines | 895 | 2 | ||||||||||||
|
Total
|
$ | 38,118 | 73 | % | ||||||||||
(a)Balances at September 30, 2025, reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
| December 31, 2024 | ||||||||||||||
| Top 10 Concentrations | Fair Value | Percent of Total Fair Value | ||||||||||||
| ABS | $ | 10,270 | 22 | % | ||||||||||
| CLO | 5,379 | 11 | ||||||||||||
| Commercial mortgage-backed securities | 5,131 | 11 | ||||||||||||
| Diversified financial services | 4,271 | 9 | ||||||||||||
| Whole loan collateralized mortgage obligation | 2,635 | 6 | ||||||||||||
| Banking | 1,988 | 4 | ||||||||||||
| Insurance | 1,761 | 4 | ||||||||||||
| Municipal | 1,363 | 3 | ||||||||||||
| Electric | 1,229 | 3 | ||||||||||||
| Pharmaceuticals | 738 | 1 | ||||||||||||
| Total | $ | 34,765 | 74 | % | ||||||||||
The amortized cost and fair value of fixed maturity available-for-sale ("AFS") securities by contractual maturities as of September 30, 2025, (in millions) are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
| September 30, 2025 | |||||||||||
| Amortized Cost | Fair Value | ||||||||||
| Corporate, Non-structured Hybrids, Municipal, Foreign and U.S. Government securities: | |||||||||||
| Due in one year or less | $ | 542 | $ | 537 | |||||||
| Due after one year through five years | 4,110 | 4,140 | |||||||||
| Due after five years through ten years | 5,153 | 5,161 | |||||||||
| Due after ten years | 17,412 | 15,198 | |||||||||
| Subtotal | 27,217 | 25,036 | |||||||||
| Other securities, which provide for periodic payments: | |||||||||||
| Asset-backed securities | 18,340 | 18,259 | |||||||||
| Commercial-mortgage-backed securities | 5,480 | 5,342 | |||||||||
| Residential mortgage-backed securities | 2,968 | 2,964 | |||||||||
| Subtotal | 26,788 | 26,565 | |||||||||
|
Total fixed maturity available-for-sale securities
|
$ | 54,005 | $ | 51,601 | |||||||
Non-Agency RMBS Exposure
Our investment in non-agency RMBS securities is predicated on the conservative and adequate cushion between purchase price and NAIC 1 rating, general lack of sensitivity to interest rates, positive convexity to prepayment rates and correlation between the price of the securities and the unfolding recovery of the housing market.
The fair value of our investments in subprime securities and Alternative-A ("Alt-A") RMBS securities were $3 million and $42 million as of September 30, 2025, respectively, and $29 million and $44 million as of December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, approximately 96% and 93%, respectively, of the subprime and Alt-A RMBS exposures were rated NAIC 2 or higher.
ABS and CLO Exposures
Our ABS exposures are largely diversified by underlying collateral and issuer type. Our CLO exposures are generally senior tranches of CLOs which have leveraged loans as their underlying collateral.
As of September 30, 2025, the CLO and ABS positions were trading at a net unrealized gain of $69 million and a net unrealized loss of $130 million, respectively. As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain of $92 million and a net unrealized loss of $207 million, respectively.
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio (dollars in millions) at September 30, 2025 and December 31, 2024. Balances at September 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Fair Value | Percent | Fair Value | Percent | |||||||||||||||||||||||||||||
| NRSRO Rating | NAIC Designation | |||||||||||||||||||||||||||||||
| AAA/AA/A | 1 | $ | 5,346 | 72 | % | $ | 7,963 | 78 | % | |||||||||||||||||||||||
| BBB | 2 | 1,891 | 25 | 1,633 | 16 | |||||||||||||||||||||||||||
| BB | 3 | 167 | 2 | 445 | 4 | |||||||||||||||||||||||||||
| B | 4 | 15 | - | 183 | 2 | |||||||||||||||||||||||||||
| CCC | 5 | 10 | - | 8 | - | |||||||||||||||||||||||||||
| CC and lower | 6 | 47 | 1 | 38 | - | |||||||||||||||||||||||||||
| Total | $ | 7,476 | 100% | $ | 10,270 | 100% | ||||||||||||||||||||||||||
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio (dollars in millions) at September 30, 2025 and December 31, 2024. Balances at September 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Fair Value | Percent | Fair Value | Percent | |||||||||||||||||||||||||||||
| NRSRO Rating | NAIC Designation | |||||||||||||||||||||||||||||||
| AAA/AA/A | 1 | $ | 7,912 | 73 | % | $ | 3,411 | 63 | % | |||||||||||||||||||||||
| BBB | 2 | 1,749 | 16 | 1,396 | 26 | |||||||||||||||||||||||||||
| BB | 3 | 861 | 8 | 524 | 10 | |||||||||||||||||||||||||||
| B | 4 | 195 | 2 | 10 | - | |||||||||||||||||||||||||||
| CCC | 5 | - | - | - | - | |||||||||||||||||||||||||||
| CC and lower | 6 | 66 | 1 | 38 | 1 | |||||||||||||||||||||||||||
| Total | $ | 10,783 | 100% | $ | 5,379 | 100% | ||||||||||||||||||||||||||
Municipal Bond Exposure
The following table summarizes our municipal bond exposure as of September 30, 2025 and December 31, 2024 (in millions).
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| General obligation bonds | $ | 250 | $ | 215 | $ | 247 | $ | 205 | |||||||||||||||
| Special revenue bonds | 1,309 | 1,145 | 1,329 | 1,128 | |||||||||||||||||||
| Certificate participations | 16 | 14 | 16 | 13 | |||||||||||||||||||
| Total | $ | 1,575 | $ | 1,374 | $ | 1,592 | $ | 1,346 | |||||||||||||||
Across all municipal bonds, the largest issuer represented 4% and 5% respectively, of the category and less than 1% of the total portfolio for both September 30, 2025 and December 31, 2024, and is rated NAIC 1 as of September 30, 2025. Our focus within municipal bonds is on NAIC 1 rated instruments, with 98% and 97% respectively, of our municipal bond exposure rated NAIC 1 as of September 30, 2025 and December 31, 2024.
Mortgage Loans
Commercial Mortgage Loans
We diversify our commercial mortgage loans ("CMLs") 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 level to secure the related debt. Loan-to-value ("LTV") and debt-service coverage ("DSC") ratios are utilized to assess the risk and quality of CMLs. As of September 30, 2025 and December 31, 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.2 times and 2.3 times, respectively, and a weighted average LTV ratio of 57% for both periods.
We consider a CML delinquent when a loan payment is greater than 30 days past due. For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. As of September 30, 2025 and December 31, 2024, we had one CML that was delinquent in principal or interest payments. We had no CMLs in the process of foreclosure as of September 30, 2025 and December 31, 2024. See Note C - Investmentsto the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV and DSC ratios.
Residential Mortgage Loans
Our residential mortgage loans ("RMLs") are primarily closed end, amortizing loans, and 100% of the properties are in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. 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 and/or in non-accrual status.
Loans are placed on non-accrual status when they are over 90 days delinquent. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current can be put in place. See Note C - Investmentsto the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on our RMLs.
Unrealized Losses
The amortized cost and fair value of the fixed maturity securities and the equity securities that were in an unrealized loss position as of September 30, 2025 and December 31, 2024, were as follows (dollars in millions):
| September 30, 2025 | |||||||||||||||||||||||||||||
| Number of Securities | Amortized Cost | Allowance for Expected Credit Losses | Unrealized Losses | Fair Value | |||||||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||||||||
| United States Government full faith and credit | 16 | $ | 196 | $ | - | $ | (1) | $ | 195 | ||||||||||||||||||||
| United States Government sponsored agencies | 49 | 31 | - | (2) | 29 | ||||||||||||||||||||||||
| United States municipalities, states and territories | 158 | 1,382 | - | (207) | 1,175 | ||||||||||||||||||||||||
| Foreign Governments | 37 | 164 | - | (34) | 130 | ||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Finance, insurance and real estate | 744 | 4,515 | - | (519) | 3,996 | ||||||||||||||||||||||||
| Manufacturing, construction and mining | 181 | 976 | - | (120) | 856 | ||||||||||||||||||||||||
| Utilities, energy and related sectors | 501 | 2,554 | - | (450) | 2,104 | ||||||||||||||||||||||||
| Wholesale/retail trade | 573 | 2,353 | - | (415) | 1,938 | ||||||||||||||||||||||||
| Services, media and other | 633 | 3,736 | - | (740) | 2,996 | ||||||||||||||||||||||||
| Hybrid securities | 34 | 429 | - | (19) | 410 | ||||||||||||||||||||||||
| Non-agency residential mortgage-backed securities | 185 | 626 | (1) | (69) | 556 | ||||||||||||||||||||||||
| Commercial mortgage-backed securities | 262 | 1,846 | (55) | (149) | 1,642 | ||||||||||||||||||||||||
| Asset-backed securities | 451 | 4,282 | (20) | (258) | 4,004 | ||||||||||||||||||||||||
| Total fixed maturity available for sale securities | 3,824 | 23,090 | (76) | (2,983) | 20,031 | ||||||||||||||||||||||||
| Equity securities | 22 | 300 | - | (80) | 220 | ||||||||||||||||||||||||
| Total investments | 3,846 | $ | 23,390 | $ | (76) | $ | (3,063) | $ | 20,251 | ||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Number of Securities | Amortized Cost | Allowance for Expected Credit Losses | Unrealized Losses | Fair Value | |||||||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||||||||
| United States Government full faith and credit | 29 | $ | 106 | $ | - | $ | (3) | $ | 103 | ||||||||||||||||||||
| United States Government sponsored agencies | 64 | 92 | - | (4) | 88 | ||||||||||||||||||||||||
| United States municipalities, states and territories | 176 | 1,476 | - | (249) | 1,227 | ||||||||||||||||||||||||
| Foreign Governments | 43 | 224 | - | (45) | 179 | ||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Finance, insurance and real estate | 840 | 6,596 | - | (728) | 5,868 | ||||||||||||||||||||||||
| Manufacturing, construction and mining | 156 | 1,173 | - | (161) | 1,012 | ||||||||||||||||||||||||
| Utilities, energy and related sectors | 477 | 3,000 | - | (542) | 2,458 | ||||||||||||||||||||||||
| Wholesale/retail trade | 523 | 3,111 | - | (497) | 2,614 | ||||||||||||||||||||||||
| Services, media and other | 640 | 4,679 | - | (874) | 3,805 | ||||||||||||||||||||||||
| Hybrid securities | 31 | 515 | - | (29) | 486 | ||||||||||||||||||||||||
| Non-agency residential mortgage-backed securities | 314 | 1,370 | - | (101) | 1,269 | ||||||||||||||||||||||||
| Commercial mortgage-backed securities | 344 | 2,552 | (41) | (200) | 2,311 | ||||||||||||||||||||||||
| Asset-backed securities | 355 | 4,148 | (11) | (317) | 3,820 | ||||||||||||||||||||||||
| Total fixed maturity available for sale securities | 3,992 | 29,042 | (52) | (3,750) | 25,240 | ||||||||||||||||||||||||
| Equity securities | 31 | 363 | - | (87) | 276 | ||||||||||||||||||||||||
| Total investments | 4,023 | $ | 29,405 | $ | (52) | $ | (3,837) | $ | 25,516 | ||||||||||||||||||||
The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,063 million and $3,837 million as of September 30, 2025 and December 31, 2024, respectively. Most components of the portfolio exhibited price appreciation caused primarily by lower treasury rates. The total amortized cost of all securities in an unrealized loss position was $23,390 million and $29,405 million as of September 30, 2025 and December 31, 2024, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 80% and 81% for services, media and other as of September 30, 2025 and December 31, 2024, respectively. In the aggregate, services, media and other represented 24% and 23% of the total unrealized loss position for September 30, 2025 and December 31, 2024, respectively.
The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of September 30, 2025 and December 31, 2024, were as follows (dollars in millions):
| September 30, 2025 | |||||||||||||||||||||||||||||
| Number of Securities | Amortized Cost | Fair Value | Allowance for Credit Loss | Gross Unrealized Losses | |||||||||||||||||||||||||
| Investment grade: | |||||||||||||||||||||||||||||
| Less than six months | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
| Six months or more and less than twelve months | - | - | - | - | - | ||||||||||||||||||||||||
| Twelve months or greater | 72 | 1,074 | 706 | - | (368) | ||||||||||||||||||||||||
| Total investment grade | 72 | 1,074 | 706 | - | (368) | ||||||||||||||||||||||||
| Below investment grade: | |||||||||||||||||||||||||||||
| Less than six months | 1 | 24 | 5 | (19) | - | ||||||||||||||||||||||||
| Six months or more and less than twelve months | 1 | 18 | 18 | - | - | ||||||||||||||||||||||||
| Twelve months or greater | 6 | 108 | 86 | - | (22) | ||||||||||||||||||||||||
| Total below investment grade | 8 | 150 | 109 | (19) | (22) | ||||||||||||||||||||||||
|
Total
|
80 | $ | 1,224 | $ | 815 | $ | (19) | $ | (390) | ||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Number of Securities | Amortized Cost | Fair Value | Allowance for Credit Loss | Gross Unrealized Losses | |||||||||||||||||||||||||
| Investment grade: | |||||||||||||||||||||||||||||
| Less than six months | 8 | $ | 54 | $ | 52 | $ | - | $ | (2) | ||||||||||||||||||||
| Six months or more and less than twelve months | - | - | - | - | - | ||||||||||||||||||||||||
| Twelve months or greater | 107 | 1,443 | 959 | - | (484) | ||||||||||||||||||||||||
| Total investment grade | 115 | 1,497 | 1,011 | - | (486) | ||||||||||||||||||||||||
| Below investment grade: | |||||||||||||||||||||||||||||
| Less than six months | - | - | - | - | - | ||||||||||||||||||||||||
| Six months or more and less than twelve months | - | - | - | - | - | ||||||||||||||||||||||||
| Twelve months or greater | 5 | 82 | 51 | - | (31) | ||||||||||||||||||||||||
| Total below investment grade | 5 | 82 | 51 | - | (31) | ||||||||||||||||||||||||
| Total | 120 | $ | 1,579 | $ | 1,062 | $ | - | $ | (517) | ||||||||||||||||||||
Expected Credit Losses and Watch List
We prepare a watch list to identify securities to evaluate for expected credit losses. Factors used in preparing the watch list include fair values relative to amortized cost, ratings and negative ratings actions and other factors. Detailed analysis is performed for each security on the watch list to further assess the presence of credit impairment loss indicators and, where present, calculate an allowance for expected credit loss or direct write-down of a security's amortized cost.
The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.
There were 78 and 45 structured securities with a fair value of $156 million and $146 million to which we had potential credit exposure as of September 30, 2025 and December 31, 2024, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $77 million and $62 million as of September 30, 2025 and December 31, 2024, respectively.
Exposure to Sovereign Debt and Certain Other Exposures
Our investment portfolio had an immaterial amount of direct exposure to European sovereign debt as of September 30, 2025 and December 31, 2024, respectively. We have no exposure to investments in Russia or Ukraine and de minimis investments in peripheral countries in the region.
Interest and Investment Income
For discussion regarding our interest and investment income and recognized gains and (losses), net, refer to Note C - Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
AFS Securities
For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of September 30, 2025 and December 31, 2024, refer to Note C - Investmentsto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Concentrations of Financial Instruments
For certain information regarding our concentrations of financial instruments, refer to Note C -Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Derivatives
We are exposed to credit loss in the event of non-performance by our counterparties on derivative instruments. We attempt to reduce this credit risk by purchasing such derivative instruments from large, well-established financial institutions.
We also hold cash and cash equivalents received from counterparties for derivative instrument collateral, as well as U.S. Government securities pledged as derivative instrument collateral, if our counterparty's net exposures exceed pre-determined thresholds.
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 reduce the negative interest cost associated with cash collateral posted from counterparties under various ISDA agreements by reinvesting derivative cash collateral. This program permits collateral cash received to be invested in short term Treasury securities, bank deposits and commercial paper rated A1/P1, which are included in Cash and cash equivalents in the unaudited Condensed Consolidated Balance Sheets.
See Note D - Derivative Financial Instrumentsto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding our derivatives and our exposure to credit loss on derivatives.
Liquidity and Capital Resources
Liquidity refers to the ability of an enterprise to generate adequate amounts of cash from its normal operations to meet cash requirements with a prudent margin of safety. Our principal sources of cash flow from operating activities are annuity considerations, insurance premiums, and fees and investment income. We also generate cash inflows from investing activities resulting from maturities and sales of invested assets and from financing activities including inflows on our investment-type products, proceeds from borrowing activities and issuances of common and preferred stock. Our operating activities provided cash of $3,513 million and $4,679 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. When considering our liquidity and cash flow, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, F&G Annuities & Life, Inc. As a holding company with no operations of its own, F&G Annuities & Life, Inc. derives its cash primarily from its insurance subsidiaries and CF Bermuda Holdings Ltd. ("CF Bermuda"), a Bermuda exempted limited liability company and a wholly owned direct subsidiary of the Company, a downstream holding company that provides additional sources of liquidity. Dividends from our insurance subsidiaries flow through CF Bermuda to F&G Annuities & Life, Inc. F&G Cayman Re, a licensed class D insurer in the Cayman Islands and a wholly owned direct subsidiary of the Company, could also provide dividends directly to F&G Annuities & Life, Inc.
The sources of liquidity of the holding company are principally comprised of dividends from subsidiaries, lines of credit (at the F&G Annuities & Life, Inc. level), existing surplus notes, investment income on holding company assets and the ability to raise long-term public financing under an SEC-filed registration statement or private placement offering. These sources of liquidity and cash flow support the general corporate needs of the holding company, interest and debt service, funding acquisitions and investment in core businesses.
On January 13, 2025, F&G completed its public offering of $375 million aggregate principal amount of its 7.300% Junior Subordinated Notes due 2065 (the "7.300% F&G Junior Notes"). The 7.300% F&G Junior Notes are guaranteed on an unsecured, subordinated basis and rank junior in right of payment to all of F&G's Senior Indebtedness. F&G is using the net proceeds of this offering for general corporate purposes, including the repurchase, redemption or repayment at maturity of outstanding indebtedness.
On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 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 March 24, 2025, we completed a public offering of 8,000,000 shares of common stock, par value $0.001 per share, for net proceeds of $269 million. In connection with the offering, we entered into an underwriting agreement, pursuant to which we granted the underwriters of the offering a 30-day option to purchase up to an additional 1,200,000 shares of common stock. Pursuant to the underwriting agreement, the underwriters agreed to resell to FNF 4,500,000 shares of common stock at the same price per share paid by the underwriters, which was $33.60 per share. The underwriters option subsequently expired unexercised. We are using the net proceeds from the offering for general corporate purposes, including the support of organic growth opportunities.
Cash Requirements. Our current cash requirements include personnel costs, operating expenses, benefit payments, funding agreement payments, taxes, payments of interest and principal on our debt, capital expenditures, business acquisitions, stock repurchases and dividends on our common stock. During the first nine months of 2025, we paid common and preferred dividends of approximately $98 million. During the first nine months of 2024, we paid common dividends and preferred dividends of approximately $88 million.
On November 6, 2025, our Board of Directors declared a quarterly cash dividend of $0.8594 per share of FNF preferred stock for the period from October 15, 2025 to and excluding January 15, 2026, to be payable on January 15, 2026, to FNF preferred stock record holders on January 1, 2026. On November 6, 2025, our Board of Directors also declared a quarterly cash dividend of $0.25 per share of F&G common stock, payable on December 31, 2025, to F&G common shareholders of record as of December 17, 2025.
There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. Generally, no dividends will be declared or paid on F&G common stock and no common stock can be acquired by F&G unless all preferred dividends are declared and paid on the FNF preferred stock. The declaration of any future dividends is at the discretion of our Board of Directors.
There were no purchases of stock pursuant to our stock repurchase program during the nine months ended September 30, 2025. At September 30, 2025, the total remaining authorization of F&G common stock that may be repurchased was approximately $32 million.
As of September 30, 2025 and December 31, 2024, we had Cash and cash equivalents of $2,189 million and $2,264 million, respectively, short term investments of $910 million and $2,410 million, respectively. As of September 30, 2025 we had $750 million of remaining capacity under our revolving credit facility and $200 million of capacity under our revolving credit facility with FNF (the "FNF Credit Facility"). Refer to Financing Arrangements below and Note L - Notes Payableof the unaudited Condensed Consolidated Financial Statements in Part I - Item 1 of this Quarterly Report on Form 10-Q for further information regarding our borrowings.
Our two significant sources of internally generated funds are dividends and other payments from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are paid within the guidelines of management agreements among us and our subsidiaries. As discussed below, our insurance subsidiaries are restricted by state regulation and other laws in their ability to pay dividends and make distributions.
The maximum dividend permitted by law is not necessarily indicative of an insurer's actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer's ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends.
Dividend and Other Distribution Payment Limitations
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. For the nine months ended September 30, 2025, FGL Insurance did not pay dividends to its parent, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"). FGL Insurance's maximum ordinary dividend capacity for 2025 is $0. FGL NY Insurance has historically not paid dividends. Under the laws of the State of Vermont, Raven Re and Corbeau Re cannot pay dividends out of, or other distribution with respect to, capital or surplus, without prior approval. Likewise, the insurance laws of Bermuda limit the maximum amount of annual dividends and distributions that may be paid or distributed by F&G Life Re without prior regulatory approval and those of the Cayman Islands require that, among other things, F&G Cayman Re maintain minimum levels of statutory capital, surplus and liquidity, meet solvency standards, submit to periodic examinations of its financial condition and restrict payments of dividends and reductions of capital. Please refer to Note O -Insurance Subsidiary Financial Information and Regulatory Mattersincluded in Part I - Item I of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 for additional details on risk-based capital, statutory capital and dividend and other distribution payment limitations.
Cash Flow from our Operations
Cash flow from our operations will be used for general corporate purposes including to reinvest in operations, repay debt, pay dividends, repurchase stock, pursue other strategic initiatives and/or conserve cash.
Operating Cash Flow. Our cash flows provided by operations for the nine months ended September 30, 2025 and September 30, 2024, were $3,513 million and $4,679 million, respectively. Cash provided by operations for the nine months ended September 30, 2025 and September 30, 2024 included approximately $900 million and $954 million of net cash received for PRT transactions, respectively, included in the change in future policy benefits.
Investing Cash Flows. Our cash used in investing activities for the nine months ended September 30, 2025 and September 30, 2024, were $6,142 million and, $5,145 million, respectively, primarily reflecting net purchases of investments. Cash used in investing activities for the nine months ended September 30, 2024 also included net cash outflows of $482 million for the Roar and PALH acquisitions.
Financing Cash Flows. Our cash flows provided by financing activities for the nine months ended September 30, 2025 and September 30, 2024, were $2,554 million and $2,442 million, respectively and reflected higher net contractholder deposits in 2025, as compared to 2024. Contractholder account deposits and withdrawals for the nine months ended September 30, 2025 included FABN issuances of approximately $1,150 million, as compared to $600 million of FABN issuances for the nine months ended September 30, 2024. In addition, cash provided by financing activities for the nine months ended September 30, 2025 included borrowing proceeds of $375 million, and proceeds of $269 million from the issuance of F&G Common Stock, all discussed above, partially offset by the $300 million redemption of the 5.50% F&G Senior Notes and dividend payments of approximately $98 million. Cash provided by financing activities for the nine months ended September 30, 2024 included borrowing proceeds of $550 million, a portion of which were used to finance a $250 million cash tender offer of the 5.50% Senior Notes, and proceeds of $250 million from the issuance of the FNF Preferred Stock.
Financing Arrangements. For a description of our financing arrangements see Note L - Notes Payableto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on unfunded commitments.
Reinsurance.See Note E - Reinsuranceto the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on our reinsurance.
Preferred and Equity Security Investments.Our preferred and equity security investments may be subject to significant volatility. Currently prevailing accounting standards require us to record the change in fair value of preferred and equity security investments held as of any given period end within earnings. Our results of operations in future periods are anticipated to be subject to such volatility.
Off-Balance Sheet Arrangements. Throughout our history, we have entered in indemnifications in the ordinary course of business with our customers, suppliers, service providers, business partners and in certain instances, when we sold businesses. Additionally, we have indemnified our directors and officers who are, or were, serving at our request in such capacities. Although the specific terms or number of such arrangements is not precisely known due to the extensive history of our past operations, costs incurred to settle claims related to these indemnifications have not been material to our financial statements. We have no reason to believe that future costs to settle claims related to our former operations will have a material impact on our financial position, results of operations or cash flows.
We have unfunded commitments as of September 30, 2025 based upon the timing of when investments and agreements are executed or signed compared to when the actual commitments are funded or closed. Some investments require that funding occur over a period of months or years. Please refer to Note C - Investmentsand Note N - Commitments and Contingenciesto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on unfunded commitments.
FHLB Collateral. We are currently a member of the FHLB and are required to maintain a collateral deposit that backs any funding agreements issued. We use these funding agreements as part of a spread enhancement strategy. We have the ability to obtain funding from the FHLB based on a percentage of the value of our assets, subject to the availability of eligible collateral. Collateral is pledged based on the outstanding balances of FHLB funding agreements. The amount of funding varies based on the type, rating and maturity of the collateral posted to the FHLB. Generally, U.S. government agency notes, mortgage-backed securities, municipal bonds, and commercial and residential whole loans are pledged to the FHLB as collateral. Market value fluctuations resulting from changes in interest rates, spreads and other risk factors for each type of asset are monitored and additional collateral is either pledged or released as needed.
Our borrowing capacity under these credit facilities does not have an expiration date as long as we maintain a
satisfactory level of creditworthiness based on the FHLB's credit assessment. As of September 30, 2025 and December 31, 2024, we had $2,673 million and $2,852 million, respectively, in FHLB non-putable funding agreements included under contractholder funds on our unaudited Condensed Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, we had assets with a fair value of approximately $4,475 million and $4,289 million, respectively, which collateralized the FHLB funding agreements. Assets pledged to the FHLB are primarily included in fixed maturities, AFS, on our unaudited Condensed Consolidated Balance Sheets.
Collateral-Derivative Contracts. Under the terms of our ISDA agreements, we may receive from, or deliver to, counterparties collateral to assure that all terms of the ISDA agreements will be met with regard to the Credit Support Annex ("CSA"). The terms of the CSA call for us to pay interest on any cash received equal to the federal funds rate. As of September 30, 2025 and December 31, 2024 counterparties posted collateral of $1,158 million and $771 million, respectively, of which $823 million and $679 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 unaudited Condensed Consolidated Balance Sheets. The remaining collateral represents securities collateral received that is not reported on the unaudited Condensed Consolidated Balance Sheets. Collateral requirements are monitored on a daily basis and incorporate changes in market values of both the derivatives contract as well as the collateral pledged. Market value fluctuations are due to changes in interest rates, spreads and other risk factors.
Our cash flows associated with collateral received from and posted with counterparties change as the market value of the underlying derivative contract changes. As the value of a derivative asset declines (or increases), the collateral required to be posted by our counterparties would also decline (or increase). Likewise, when the value of a derivative liability declines (or increases), the collateral we are required to post to our counterparties would also decline (or increase).
Guarantor Financial Information
Our 6.250% F&G Senior Notes, 6.50% F&G Senior Notes, 7.40% F&G Senior Notes and 7.95% F&G Senior Notes are fully and unconditionally guaranteed on a senior, unsecured, unsubordinated basis, jointly and severally, by each of our existing and future direct and indirect subsidiaries that are guarantors of our obligations under the credit agreement (collectively, the "obligor group"). Refer to Note L - Notes Payableof the unaudited Condensed Consolidated Financial Statements in Part I - Item 1 of this Quarterly Report on Form 10-Q for further information regarding these borrowings.
Set forth below is summarized unaudited financial information of the obligor group, as presented on a combined basis (in millions). Intercompany transactions and balances within the obligor group have been eliminated. In addition, financial information of any non-guarantor subsidiaries, which would normally be consolidated by either F&G or the guarantors under GAAP, has been excluded from such presentation.
| Nine months ended | Year ended | ||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Summarized Statement of Operations: | |||||||||||
| Total revenues | $ | 11 | $ | 77 | |||||||
| Total expenses | 136 | 124 | |||||||||
| Income tax benefit | (7) | (3) | |||||||||
| Net income (loss) | $ | (118) | $ | (44) | |||||||
| Summarized Balance Sheet: | September 30, 2025 | December 31, 2024 | |||||||||
| Investments | $ | 407 | $ | 334 | |||||||
| Cash and cash equivalents | 117 | 272 | |||||||||
| Goodwill | 1,725 | 1,725 | |||||||||
| Due from non-guarantor affiliates | 97 | 77 | |||||||||
| Other assets | 38 | 42 | |||||||||
| Total assets | $ | 2,384 | $ | 2,450 | |||||||
| Notes payable | $ | 2,236 | $ | 2,171 | |||||||
| Other liabilities | 162 | 167 | |||||||||
| Total liabilities | $ | 2,398 | $ | 2,338 | |||||||
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