Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 should be read together with, and is qualified in its entirety by reference to, our Consolidated Financial Statements and related notes included elsewhere in this Annual Report on Form 10-K which have been prepared in accordance with GAAP. The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Note Regarding Forward-Looking Statements."
Our Results of Operations discussion and analysis presents a review for the years ended December 31, 2025, 2024 and 2023, and year-over-year comparisons between these years. For a discussion of our 2024 results of operations, including year-over-year comparison to the year ended December 31, 2023, refer to Part I, Item 7 of our Annual Report on Form 10-K, which was filed with the SEC on February 28, 2025.
Overview
The following describes the business of F&G Annuities & Life, Inc. and its subsidiaries. Except where otherwise noted in this Report, all references to "we," "us," "our," the "Company," or "F&G" are to F&G Annuities & Life, Inc. and its subsidiaries, taken together.
For a description of our business see the discussion under "Business" in Item 1 of Part I of this Annual Report on Form 10-K, and Note A - Business and Summary of Significant Accounting Policies in Part II - Item 8 of this Annual Report on Form 10-K, which are incorporated by reference into this Item 7 of Part II of this Annual Report on Form 10-K.
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.
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 2026. 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 this Annual Report on Form 10-K for further discussion of risk factors that could affect market conditions.
Interest Rate Environment
Some of our products include guaranteed minimum crediting rates, most notably our fixed rate annuities. As of December 31, 2025 and December 31, 2024, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6.4 billion and 4.84%, respectively, and $6.4 billion and 4.42%, respectively. 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" and "Part I. Item 1A. Risk Factors" in this Annual Report on Form 10-K 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 ("FIA") 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.
Critical Accounting Policies and Estimates
The accounting estimates described below are those we consider critical in preparing our Consolidated Financial Statements. 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 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 - Business and Summary of Significant Accounting Policiesto our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report for additional description of the significant accounting policies that have been followed in preparing our Consolidated Financial Statements.
Reserves for Future Policy Benefits and Certain Information on Contractholder Funds
The determination of FPB reserves is dependent on actuarial assumptions. The principal assumptions used to establish liabilities for FPBs are established at issue of the contract and include discount rates, mortality and cash surrender or policy lapse for our traditional life insurance products. The assumptions used require considerable judgment. We review policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available. Discount rate assumptions are updated at
each reporting period and also incorporate changes in risk free rates and option market values. Changes in, or deviations from, the assumptions previously used can significantly affect our reserve levels and related results of operations in a positive or negative direction.
Mortality refers to the incidence of death on covered lives, which triggers contractual death benefit provisions. On our deferred annuities and life insurance products, these provisions may allow for lump sum payments, payments over a period of time, or spousal continuation of the contract. On our life-contingent immediate annuities (which includes life-contingent pension risk transfer ("PRT") annuities), the death of a named annuitant or certificate holder may trigger the cessation or reduction of future life-contingent payments due, depending on the presence of a joint annuitant/certificate holder and any remaining guaranteed non-life contingent payment periods. We utilize a combination of internal and industry experience when setting our mortality assumptions.
A surrender rate is the percentage of account value surrendered by the policyholder in exchange for receipt of a cash surrender value. A lapse rate is the percentage of account value canceled by us due to nonpayment of premiums required to maintain coverage on our life insurance products. We make estimates of expected full and partial surrenders of our deferred annuity products based on a combination of internal and industry experience. Management's best estimate of surrender behavior generally represents a medium-to-long term perspective, as we expect to experience a range of policyholder behavior and market conditions period to period. If actual surrender rates are significantly different from those estimated, such differences could have a significant effect on our reserve levels and related results of operations.
Discount rates refer to the interest rates used to discount future cash flows to the current period to determine a present value. For liability for FPB reserves the discount rate used is based on the yield curve for A-rated corporate bonds as of the valuation date. Changes in the discount rates from the at-issue or at-purchase discount rates flow through other comprehensive income (loss) ("OCI").
Our aggregate reserves for contractholder funds, FPBs and MRBs on a direct and net basis as of December 31, 2025 and December 31, 2024, are summarized as follows (in millions):
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As of December 31, 2025
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Direct
|
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Deposit Asset/
Reinsurance Recoverable
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Net
|
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Indexed annuities
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$
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34,449
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|
|
$
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(3,198)
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|
|
$
|
31,251
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|
|
Fixed rate annuities
|
19,267
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|
|
(12,863)
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|
|
6,404
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|
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Single premium immediate annuities ("SPIA") and other
|
1,628
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(107)
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|
|
1,521
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IUL and other life
|
4,681
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(1,377)
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3,304
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Funding agreements
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6,234
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-
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6,234
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PRT
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8,125
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-
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8,125
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Total
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$
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74,384
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$
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(17,545)
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$
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56,839
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As of December 31, 2024
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Direct
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Deposit Asset/
Reinsurance Recoverable
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Net
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Indexed annuities
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$
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31,002
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$
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(861)
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|
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$
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30,141
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Fixed rate annuities
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17,443
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(11,009)
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6,434
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SPIA and other
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1,673
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(109)
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|
|
1,564
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IUL and other life
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4,203
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(1,390)
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2,813
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Funding agreements
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5,315
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-
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5,315
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PRT
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6,066
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-
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6,066
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Total
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$
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65,702
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$
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(13,369)
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$
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52,333
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We have indexed annuities and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity
indices, such as the S&P 500 Index. This feature represents an embedded derivative under GAAP. The indexed annuities/IUL embedded derivatives are valued at fair value and included in the liability for Contractholder funds in the Consolidated Balance Sheets with the ceded portion of the reinsured indexed crediting feature embedded derivatives recorded as a component of the Reinsurance recoverable in the Consolidated Balance Sheets. Changes in fair value are included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Operations.
For life-contingent immediate annuity policies, gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability ("DPL"). Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPBs.
Valuation of Fixed Maturity, Preferred and Common Equity Securities, and Derivatives
Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) ("AOCI"), net of deferred income taxes. Our equity securities are carried at fair value with unrealized gains and losses included in net income (loss). Realized gains and losses on the sale of investments are determined on the specific identification basis and are credited or charged to income on a trade date basis.
Management's assessment of all available data when determining fair value of the fixed maturity securities is necessary to appropriately apply fair value accounting. Management utilizes information from independent pricing services, who take into account perceived market movements and sector news, as well as a security's terms and conditions, including any features specific to that issue that may influence risk and marketability. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary. We generally obtain one value from our primary external pricing service. In situations where a price is not available from the independent pricing service, we may obtain broker quotes or prices from additional parties recognized to be market participants. We believe the broker quotes are prices at which trades could be executed based on historical trades executed at broker-quoted or slightly higher prices. When quoted prices in active markets are not available, the determination of estimated fair value is based on market standard valuation methodologies, including discounted cash flows, matrix pricing, or other similar techniques.
We validate external valuations at least quarterly through a combination of procedures that include the evaluation of methodologies used by the pricing services, comparisons to valuations from other independent pricing services, analytical reviews and performance analysis of the prices against trends, and maintenance of a securities watch list. See Note B - Fair Value of Financial Instrumentsand Note C - Investmentsto our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.
The fair value of derivative assets and liabilities is based upon valuation pricing models or independent broker quotes and represents what we would expect to receive or pay at the balance sheet date if we canceled or exercised the derivative or entered into offsetting positions. Fair values for instruments utilizing valuation pricing models are determined internally using a conventional model and market observable inputs, including interest rates, yield curve volatilities and other factors. Credit risk related to the counterparty is considered when estimating the fair values of these derivatives. However, we are largely protected by collateral arrangements with counterparties when individual counterparty exposures exceed certain thresholds. The fair value of futures contracts (specifically for indexed annuities contracts) at the balance sheet date represents the cumulative unsettled variation margin (open trade equity net of cash settlements). The fair value of an interest rate swap represents the change in projected interest rates between the reporting date and the date the interest rate swap was executed. The fair values of the embedded derivatives in our indexed annuities and IUL contracts are derived using market value of options, use of current and budgeted option cost, swap rates, mortality rates, surrender rates, partial withdrawals, and non-performance spread. The discount rate used to determine the fair value of our indexed annuities/IUL embedded derivative liabilities includes an adjustment to reflect the risk that these obligations will not be fulfilled ("non-performance risk"). For the years ended December 31, 2025 and December 31, 2024, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies. See Note B - Fair Value of
Financial Instruments and Note D - Derivative Financial Instrumentsto our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K.
F&G cedes certain business on a coinsurance funds withheld basis. Assets supporting the arrangements are reported within Funds withheld for reinsurance liabilities on our Consolidated Balance Sheets. All assets within the Funds withheld for reinsurance liabilities are recorded in a manner consistent with each respective item of our accounting policies discussed in Note A - Business and Summary of Significant Accounting Policies to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K. Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance arrangement, which creates embedded derivatives considered to be total return swaps. These embedded derivatives are not clearly and closely related to the underlying reinsurance agreement and thus require bifurcation. For arrangements reinsuring indexed annuities products, the funds withheld account additionally contains an embedded derivative representing the index credit obligation due the reinsurer, resulting in a compound embedded derivative. Beginning in 2025, these embedded derivatives are reported in Funds withheld for reinsurance liabilities, irrespective if in a net asset position or a net liability position, on the Consolidated Balance Sheets and prior periods have been reclassified from Prepaid expenses and other assets to conform with the current presentation. The related gains or losses are reported in Recognized gains and (losses), net on the Consolidated Statements of Operations. Refer to Note B - Fair Value of Financial Instruments for descriptions of the fair value methodologies used for these and other derivative financial instruments and Note D - Derivatives and Note E - Reinsurance to our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for additional information.
We categorize our fixed maturity securities, preferred securities, common equity securities and derivatives into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. The following table presents the fair value of fixed maturity securities and equity securities by pricing source, hierarchy level and net asset value ("NAV") as of December 31, 2025 and December 31, 2024, dollars in millions.
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As of December 31, 2025
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Quoted Prices in Active Markets for Identical Assets (Level 1)
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Significant Observable Inputs (Level 2)
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Significant Unobservable Inputs (Level 3)
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NAV
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Total
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Fixed maturity securities and equity securities:
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Prices via third party pricing services
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$
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746
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$
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38,986
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$
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752
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$
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-
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|
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$
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40,484
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Priced via independent broker quotations
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-
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-
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12,522
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-
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12,522
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Priced via other methods
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-
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-
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|
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-
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35
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35
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Total
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$
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746
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|
|
$
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38,986
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|
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$
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13,274
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$
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35
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$
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53,041
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% of Total
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1
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%
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|
74
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%
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|
25
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%
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-
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%
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|
100
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%
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|
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|
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|
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|
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|
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|
|
As of December 31, 2024
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|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
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Significant Observable Inputs (Level 2)
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Significant Unobservable Inputs (Level 3)
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NAV
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Total
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|
Fixed maturity securities and equity securities:
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|
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Prices via third party pricing services
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$
|
441
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|
|
$
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35,136
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|
|
$
|
852
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|
|
$
|
-
|
|
|
$
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36,429
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|
|
Priced via independent broker quotations
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-
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|
|
-
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|
|
10,246
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|
|
-
|
|
|
10,246
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|
|
Priced via other methods
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-
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|
|
-
|
|
|
-
|
|
|
57
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|
|
57
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|
|
Total
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$
|
441
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|
|
$
|
35,136
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|
|
$
|
11,098
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|
|
$
|
57
|
|
|
$
|
46,732
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|
|
% of Total
|
1
|
%
|
|
75
|
%
|
|
24
|
%
|
|
-
|
%
|
|
100
|
%
|
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 include certain contract features primarily on FIA contracts that provide minimum guarantees to policyholders, such as Guaranteed Minimum Death Benefit ("GMDBs") and Guaranteed Minimum Withdrawal Benefits ("GMWBs") and Guaranteed Minimum Accumulation Benefits ("GMAB") riders. In certain reinsurance transactions, the underlying risks ceded to a reinsurer contain MRBs. MRBs, inclusive of reinsured MRBs, are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.
The principal policyholder behavior assumptions used to calculate MRBs are established at issue of the contract and include mortality, contract full and partial surrenders, and utilization of the GMWB rider benefits. The assumptions used reflect a combination of internal experience, industry experience, and judgment. We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available. Changes in, or deviations from, the assumptions previously used can significantly affect our MRBs and related results of operations in a positive or negative direction.
See Note G - Market Risk Benefitsto our Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K for further information on the changes in MRB.
Mortality refers to the incidence of death amongst policyholders on covered lives, which triggers contractual death benefit provisions. These provisions may allow for lump sum payments, payments over a period of time, or spousal continuation of the contract. We utilize a combination of actual internal and industry experience when setting our mortality assumptions.
A surrender rate is the percentage of account value surrendered by the policyholder in exchange for receipt of a cash surrender value. We make estimates of expected full and partial surrenders of our deferred annuity products based on a combination of internal and industry experience. Management's best estimate of surrender generally represents a medium-to-long term perspective, as we expect to experience a range of policyholder behavior and market conditions period to period. If actual surrender rates are significantly different from those estimated, such differences could have a significant effect on our MRBs and related results of operations.
We have been issuing GMWB products since 2008. We make assumptions for policyholder behavior as it relates to GMWB utilization using a higher degree of industry experience and judgment than our other behavioral assumptions because internal experience, which we review annually, is still emerging. If emerging experience deviates from our assumptions on GMWB utilization, it could have a significant effect on MRBs and related results of operations.
Goodwill
As of December 31, 2025 and December 31, 2024, goodwill was $2,180 million and $2,179 million. The goodwill was recorded in connection with the owned distribution acquisitions and the FNF Acquisition.
In evaluating the recoverability of goodwill, we perform a qualitative analysis at the reporting unit level to determine whether there are any events or circumstances that would indicate it is more likely than not that the fair value of our recorded goodwill exceeds its carrying value. Based on the results of this analysis, an annual goodwill impairment test may be completed based on an analysis of the discounted future cash flows generated by the underlying assets. The process of determining whether or not goodwill is impaired or recoverable relies on projections of future cash flows, operating results and market conditions. Future cash flow estimates are based partly on projections of market conditions such as the volume and mix of refinance and purchase transactions and interest rates, which are beyond our control and are likely to fluctuate. While we believe that our estimates of future cash flows are reasonable, these estimates are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ from what is assumed in our impairment tests. Such analyses are
particularly sensitive to changes in estimates of future cash flows and discount rates. Changes to these estimates might result in material changes in fair value and determination of the recoverability of goodwill, which may result in charges against earnings and a reduction in the carrying value of our goodwill in the future. We completed annual goodwill impairment analyses in the fourth quarter of each period presented using a September 30 measurement date. For the years ended December 31, 2025 and December 31, 2024, we determined there were no events or circumstances that indicated that the carrying value exceeded the fair value.
Accounting for Income Taxes
As part of the process of preparing the Consolidated Financial Statements, we are required to determine income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included within the Consolidated Balance Sheets. We must then assess the likelihood that deferred income tax assets will be realized and, to the extent we believe that realizability is not likely, establish a valuation allowance. Determination of income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, the estimated level of annual pre-tax income can cause the overall effective income tax rate to vary from period to period. We believe that our tax positions comply with applicable tax law and that we adequately provide for any known tax contingencies. We believe the estimates and assumptions used to support our evaluation of tax benefit realization are reasonable. Final determination of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could have a material effect on our income tax provision, net income or cash flows in the period that determination is made.
For the year ended December 31, 2025, changes in market conditions, including changing interest rates, resulted in deferred tax assets related to the net unrealized capital losses in the Company's investment portfolio. U.S. GAAP requires the evaluation of the recoverability of deferred tax assets and the establishment of a valuation allowance, if necessary, to reduce the deferred tax asset to an amount that is more likely than not to be realized. When assessing the need for valuation allowance on the unrealized capital loss deferred tax assets, we assert a tax planning strategy to hold the vast majority of underlying securities to recovery or maturity. Our ability to assert such a tax planning strategy is dependent upon factors such as the Company's asset/liability matching process, overall investment strategy, projected future annuity product sales, and expected liquidity needs. In the event these estimates differ from our prior estimates due to the receipt of new information, we may be required to significantly change the income tax expense recorded in the Consolidated Financial Statements. This includes a further significant decline in value of assets incorporated into our tax planning strategies which could lead to an increase of our valuation allowance on deferred tax assets having an adverse effect on current and future results.
Refer to Note H - Income Taxesto our Consolidated Financial Statements included in this Annual Report on Form 10-K for details.
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.
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 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 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. Additionally, on December 31, 2025, FNF distributed, on a pro rata basis, approximately 12% of the outstanding shares of F&G common stock. Following the distribution, FNF retained approximately 70% ownership of F&G common stock as of December 31, 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 unearned revenue liabilities ("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 value of business acquired ("VOBA"), deferred acquisition costs ("DAC") and deferred sales inducements ("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.
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 Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, this document 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.
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.
Adjusted Return on Assets attributable to Common Shareholders
Adjusted return on assets attributable to common shareholders is calculated by dividing year-to-date annualized adjusted net earnings attributable to common shareholders by year-to-date AAUM. Return on assets is comprised of net investment income, less cost of funds, flow reinsurance fee income, owned distribution margin and less expenses (including operating expenses, interest expense and income taxes) consistent with our adjusted net earnings definition and related adjustments. Cost of funds includes liability costs related to cost of crediting as well as other
liability costs. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing financial performance and profitability earned on AAUM.
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.
Total F&G Equity attributable to common shareholders, excluding AOCI
Total F&G equity attributable to common shareholder, excluding AOCI is based on total F&G Annuities & Life, Inc. shareholders' equity excluding the effect of AOCI and preferred stocks, including additional paid-in-capital. Since AOCI fluctuates from quarter to quarter due to unrealized changes in the fair value of available for sale investments, changes in instrument-specific credit risk for market risk benefits and discount rate assumption changes for the future policy benefits, management considers this non-GAAP financial measure to be useful internally and for investors and analysts to assess the level of return driven by the Company that is available to common shareholders.
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 years ended December 31, 2025, 2024 and 2023 were as follows (in millions):
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|
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|
Year Ended December 31,
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2025
|
|
2024
|
|
2023
|
|
Revenues
|
|
|
|
|
|
|
Life insurance premiums and other fees
|
$
|
2,795
|
|
|
$
|
2,860
|
|
|
$
|
2,413
|
|
|
Interest and investment income
|
2,837
|
|
|
2,719
|
|
|
2,211
|
|
|
Owned distribution revenues
|
89
|
|
|
81
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|
|
-
|
|
|
Recognized gains and (losses), net
|
10
|
|
|
84
|
|
|
(124)
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|
|
Total revenues
|
5,731
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|
|
5,744
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|
|
4,500
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|
|
Benefits and expenses
|
|
|
|
|
|
|
Benefits and other changes in policy reserves
|
3,963
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|
|
3,791
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|
|
3,553
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|
|
Market risk benefit losses (gains)
|
167
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|
|
(25)
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|
|
95
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|
|
Depreciation and amortization
|
665
|
|
|
569
|
|
|
412
|
|
|
Personnel costs
|
293
|
|
|
296
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|
|
232
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|
|
Other operating expenses
|
156
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|
|
203
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|
|
146
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|
|
Interest expense
|
164
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|
|
132
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|
|
97
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|
|
Total benefits and expenses
|
5,408
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|
|
4,966
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|
|
4,535
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|
|
Earnings (loss) before income taxes
|
323
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|
|
778
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|
|
(35)
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|
|
Income tax expense
|
52
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|
|
136
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|
|
23
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|
|
Net earnings (loss)
|
271
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|
|
642
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|
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(58)
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|
|
Less: Non-controlling interests
|
6
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|
3
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|
|
-
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|
|
Net earnings (loss) attributable to F&G
|
265
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|
|
639
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|
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(58)
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|
|
Less: Preferred stock dividend
|
17
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|
|
17
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|
|
-
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|
|
Net earnings (loss) attributable to F&G common shareholders
|
$
|
248
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|
|
$
|
622
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|
|
$
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(58)
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|
|
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|
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|
The following table summarizes sales by product type (in millions) (see "Non-GAAP Financial Measures"):
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Year Ended December 31,
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2025
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2024
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2023
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Indexed annuities ("FIA/RILA")
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$
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6,703
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$
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6,729
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$
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4,699
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IUL
|
190
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166
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|
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156
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PRT
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2,126
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|
2,242
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|
|
1,976
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|
|
Subtotal: Core sales
|
9,019
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|
|
9,137
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|
|
6,831
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|
Fixed rate annuities ("MYGA")
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3,794
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|
|
5,105
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|
|
5,066
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|
|
Funding agreements ("FABN/FHLB")
|
1,825
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|
|
1,020
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|
|
1,256
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|
|
Subtotal: Opportunistic sales
|
5,619
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|
|
6,125
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|
|
6,322
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|
|
Gross sales
|
14,638
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|
|
15,262
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|
|
13,153
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|
|
Sales attributable to flow reinsurance to third parties
|
(4,609)
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|
|
(4,691)
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|
|
(3,915)
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|
|
Net sales
|
$
|
10,029
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|
|
$
|
10,571
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|
|
$
|
9,238
|
|
•Gross sales were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023. Core sales of indexed annuities, IUL, and PRT, were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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 reinsurance vehicle that went into effect August 1, 2025, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting the level of MYGA sales during the respective periods, the addition of new reinsurance and changes in the percentages ceded during the 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 Consolidated Statements of Operations for the respective periods (in millions):
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Year Ended December 31,
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|
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2025
|
|
2024
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2023
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|
Life-contingent pension risk transfer premiums
|
$
|
2,108
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|
|
$
|
2,217
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|
|
$
|
1,964
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|
|
Traditional life insurance and life-contingent immediate annuity premiums
|
30
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|
|
35
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|
|
43
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|
|
Surrender charges
|
253
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|
|
268
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|
|
103
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Policyholder fees and other income
|
404
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|
|
340
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|
|
303
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|
|
Life insurance premiums and other fees (a)
|
$
|
2,795
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|
|
$
|
2,860
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|
|
$
|
2,413
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|
(a) Reported net of ceded premiums of $85 million, $94 million and $105 million and ceded product fees of $60 million, $47 million and $49 million for the years ended December 31, 2025, 2024 and 2023, respectively.
•Life-contingent pension risk transfer premiums were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, reflecting the timing of PRT transactions. PRT premiums are subject to fluctuation period to period.
•Surrender charges were modestly lower for the year ended December 31, 2025 compared to the year ended December 31, 2024, and higher for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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. See "Item 1. Business - The Products We Offer - Withdrawal Option for Deferred Annuities,"in this Annual Report on Form 10-K for additional discussion on surrender charges and MVAs.
•Policyholder fees and other income increased for the years ended December 31, 2025 and 2024, primarily reflecting higher guaranteed minimum withdrawal benefit ("GMWB") rider fees and increased cost of insurance charges, net of changes in unearned revenue liabilities ("URL") on IUL policies from growth in business. 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 year ended December 31, 2025 also includes a reinsurance true-up adjustment.
Interest and Investment Income
Below is a summary of interest and investment income (in millions):
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Year Ended December 31,
|
|
|
2025
|
|
2024
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|
2023
|
|
Fixed maturity securities, available-for-sale
|
$
|
2,247
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|
|
$
|
2,181
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|
|
$
|
1,843
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|
|
Equity securities
|
18
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|
|
21
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|
|
20
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|
|
Preferred securities
|
14
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|
|
23
|
|
|
41
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|
|
Mortgage loans
|
374
|
|
|
273
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|
|
229
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|
|
Invested cash and short-term investments
|
105
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|
|
161
|
|
|
76
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|
|
Limited partnerships
|
302
|
|
|
323
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|
|
229
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|
|
Other investments
|
43
|
|
|
32
|
|
|
27
|
|
|
Gross investment income
|
3,103
|
|
|
3,014
|
|
|
2,465
|
|
|
Investment expense
|
(266)
|
|
|
(295)
|
|
|
(254)
|
|
|
Interest and investment income
|
$
|
2,837
|
|
|
$
|
2,719
|
|
|
$
|
2,211
|
|
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 $816 million, $636 million and $339 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
Our AAUM and yield on AAUM are summarized as follows (annualized) (dollars in millions) (see "Non-GAAP Financial Measures" above and"Reconciliation of total investments to AUM' below):
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|
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|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Annualized interest and investment income
|
$
|
2,837
|
|
|
$
|
2,719
|
|
|
$
|
2,211
|
|
|
AAUM
|
$
|
55,384
|
|
|
$
|
51,574
|
|
|
$
|
46,044
|
|
|
Yield on AAUM (at amortized cost)
|
5.12
|
%
|
|
5.27
|
%
|
|
4.80
|
%
|
•AAUM was higher for the years ended December 31, 2025 and 2024, reflecting net new business asset flows, stable inforce retention and net capital transaction proceeds.
•Interest and investment income was higher for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to $201 million from invested asset growth and $33 million of all other rate and mix impacts, partially offset by $116 million of lower returns on alternative investments.
•Interest and investment income was higher for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to $266 million from invested asset growth, $49 million from returns on alternative investments and $193 million of all other rate and mix impacts.
Owned Distribution Revenues
Below is a summary of owned distribution revenues (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Owned distribution revenues
|
$
|
89
|
|
|
$
|
81
|
|
|
$
|
-
|
|
|
Owned distribution revenues
|
$
|
89
|
|
|
$
|
81
|
|
|
$
|
-
|
|
•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 year ended December 31, 2025, compared to the year ended December 31, 2024, primarily reflecting higher commission revenues.
Recognized Gains and (Losses), Net
Below is a summary of the major components included in recognized gains and losses, net (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets
|
$
|
(45)
|
|
|
$
|
76
|
|
|
$
|
(111)
|
|
|
Change in allowance for expected credit losses
|
(56)
|
|
|
(34)
|
|
|
(37)
|
|
|
Net realized and unrealized gains (losses) on certain derivatives instruments
|
250
|
|
|
70
|
|
|
147
|
|
|
Change in fair value of reinsurance related embedded derivatives
|
(148)
|
|
|
(32)
|
|
|
(128)
|
|
|
Change in fair value of other derivatives and embedded derivatives
|
9
|
|
|
4
|
|
|
5
|
|
|
Recognized gains and (losses), net
|
$
|
10
|
|
|
$
|
84
|
|
|
$
|
(124)
|
|
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 $(154) million, $(30) million and $(123) million for the years ended December 31, 2025, 2024 and 2023, respectively.
•For the year ended December 31, 2025, net realized and unrealized (losses) gains 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 year ended December 31, 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 fair value option ("FVO") gains on our unconsolidated owned distribution investments and mark-to-market gains on our preferred and equity securities.
•For the year ended December 31, 2023, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized losses on fixed maturity available-for-sale securities, partially offset by mark-to-market gains on our equity securities and realized gains on other invested assets.
•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 the reinsurance-related embedded derivatives in our funds withheld ("FWH") reinsurance agreements are estimated based upon the change in fair value (for total return swaps), or the fair value (for the index credit obligation due the reinsurer), of the assets supporting the funds withheld from reinsurance liabilities.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Equity options:
|
|
|
|
|
|
|
Realized (losses) gains
|
$
|
(77)
|
|
|
$
|
220
|
|
|
$
|
(216)
|
|
|
Change in unrealized gains (losses)
|
254
|
|
|
(75)
|
|
|
308
|
|
|
Futures contracts:
|
|
|
|
|
|
|
Gains on futures contracts expiration
|
26
|
|
|
24
|
|
|
7
|
|
|
Change in unrealized gains (losses)
|
6
|
|
|
(6)
|
|
|
2
|
|
|
Foreign currency swaps losses
|
(9)
|
|
|
-
|
|
|
-
|
|
|
Interest rate swaps gains (losses)
|
59
|
|
|
(103)
|
|
|
48
|
|
|
Other derivative investments:
|
|
|
|
|
|
|
(Losses) gains on other derivative investments
|
(9)
|
|
|
10
|
|
|
(2)
|
|
|
Total net change in fair value
|
$
|
250
|
|
|
$
|
70
|
|
|
$
|
147
|
|
|
|
|
|
|
|
|
|
Annual Point-to-Point Change in S&P 500 Index during the periods
|
16
|
%
|
|
23
|
%
|
|
24
|
%
|
|
Secured Overnight Financing Rates
|
3.87
|
%
|
|
4.49
|
%
|
|
5.38
|
%
|
•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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Average Crediting Rate
|
4
|
%
|
|
4
|
%
|
|
1
|
%
|
|
S&P 500 Index:
|
|
|
|
|
|
|
Point-to-point strategy
|
5
|
%
|
|
4
|
%
|
|
2
|
%
|
|
Monthly average strategy
|
3
|
%
|
|
3
|
%
|
|
1
|
%
|
|
Monthly point-to-point strategy
|
2
|
%
|
|
5
|
%
|
|
-
|
%
|
|
3 year high water mark
|
13
|
%
|
|
3
|
%
|
|
8
|
%
|
•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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
PRT agreements
|
$
|
2,194
|
|
|
$
|
2,310
|
|
|
$
|
2,016
|
|
|
Indexed annuities/IUL market related liability movements
|
(56)
|
|
|
(221)
|
|
|
588
|
|
|
Index credits, interest credited and bonuses
|
1,859
|
|
|
1,696
|
|
|
831
|
|
|
Other changes in policy reserves
|
(34)
|
|
|
6
|
|
|
118
|
|
|
Benefits and other changes in policy reserves (a)
|
$
|
3,963
|
|
|
$
|
3,791
|
|
|
$
|
3,553
|
|
(a) Reported net of ceded benefits and other changes in policy reserves of $234 million, $196 million and $175 million for the years ended December 31, 2025, 2024 and 2023, respectively.
•PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, were modestly lower during the year ended December 31, 2025 compared to the year ended December 31, 2024, and increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflecting the timing of PRT transactions. PRT transactions are subject to fluctuation period to period.
•The indexed annuities/IUL market related liability movements for all periods presented 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 (decreased) the indexed annuities market related liability by approximately $138 million, $(203) million and $106 million during the years ended December 31, 2025, 2024 and 2023, 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.
•For the year ended December 31, 2025, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds. These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $20 million for the year ended December 31, 2025.
•For the year ended December 31, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds. These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $89 million.
•For the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain indexed annuities assumptions used to calculate the fair value of the embedded derivative component within Contractholder funds and also aligned reserves to actual policyholder behavior. These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $73 million.
•Index credits, interest credited and bonuses were higher for the years ended December 31, 2025 and 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 Losses (Gains)
Below is a summary of market risk benefit losses (gains) (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Market risk benefit losses (gains)
|
$
|
167
|
|
|
$
|
(25)
|
|
|
$
|
95
|
|
•Market risk benefit losses (gains) is 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 losses (gains) are reported net of reinsurance, reflecting an amended reinsurance agreement effective July 1, 2024.
•Changes in market risk benefit losses (gains) for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.
•Changes in market risk benefit losses (gains) for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily reflect more favorable market related movements and favorable 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Amortization of DAC, VOBA and DSI
|
$
|
576
|
|
|
$
|
495
|
|
|
$
|
382
|
|
|
Amortization of other intangible assets and fixed asset depreciation
|
89
|
|
|
74
|
|
|
30
|
|
|
Depreciation and amortization
|
$
|
665
|
|
|
$
|
569
|
|
|
$
|
412
|
|
•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 years ended December 31, 2025 and 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 year ended December 31, 2024, reflecting other actuarial model updates and refinements.
•Amortization of other intangible assets and fixed asset depreciation for the year ended December 31, 2025 and 2024 included amortization of other intangible assets from our majority owned interests in Roar and PALH that were acquired in 2024.
Personnel Costs and Other Operating Expenses
Below is a summary of personnel costs and other operating expenses (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Personnel costs
|
$
|
293
|
|
|
$
|
296
|
|
|
$
|
232
|
|
|
Other operating expenses
|
156
|
|
|
203
|
|
|
146
|
|
|
Total personnel costs and other operating expenses
|
$
|
449
|
|
|
$
|
499
|
|
|
$
|
378
|
|
•Personnel costs and other operating expenses decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024 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 of 2025, along with continued investments in our operating platform.
•Personnel costs and other operating expenses increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflecting costs in line with sales volumes and growth in assets, along with continued investments in our operating platform. The increase for the year ended December 31, 2024 also included $39 million from our majority owned interests in Roar and PALH, $26 million related to the change in fair value of contingent consideration and $19 million of guaranty fund assessments.
Interest expense
Below is a summary of interest expense (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Interest expense
|
$
|
164
|
|
|
$
|
132
|
|
|
$
|
97
|
|
•Interest expense increased for the year ended December 31, 2025 compared to the year ended December 31, 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.
•Interest expense increased for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily reflecting interest on the debt issuances in December 2023, June 2024, and October 2024, partially offset by lower interest resulting from a partial repayment of the 5.5% F&G Notes in June 2024 and lower balances on the revolving credit facility.
Other Items Affecting Net Earnings
Income Tax Expense
Below is a summary of the major components included in income tax expense (benefit) (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Earnings (loss) before taxes
|
$
|
323
|
|
|
$
|
778
|
|
|
$
|
(35)
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) before valuation allowance
|
56
|
|
|
150
|
|
|
(12)
|
|
|
Change in valuation allowance
|
(4)
|
|
|
(14)
|
|
|
35
|
|
|
Income tax expense
|
$
|
52
|
|
|
$
|
136
|
|
|
$
|
23
|
|
|
Effective rate
|
16
|
%
|
|
17
|
%
|
|
(66)
|
%
|
•The income tax expense for the year ended December 31, 2025 was $52 million compared to income tax expense of $136 million for the year ended December 31, 2024. The effective tax rate was 16% and 17%,
respectively, for the years ended December 31, 2025 and December 31, 2024. The effective tax rate for the year ended December 31, 2025 differs from the statutory rate of 21% primarily due to favorable permanent adjustments and valuation allowance release on unrealized losses and capital loss carryforwards. The effective tax rate for the year ended December 31, 2024 differs from the statutory rate of 21% primarily due to favorable permanent adjustments and valuation allowance release on unrealized losses and capital loss carryforwards. The effective tax rate for the year ended December 31, 2023 differs from the statutory rate of 21% primarily due to a tax valuation allowance expense recorded on unrealized losses and capital loss carryforwards.
•See Note H - Income Taxesto the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Net earnings (loss) attributable to F&G common shareholders
|
$
|
248
|
|
|
$
|
622
|
|
|
$
|
(58)
|
|
|
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
|
44
|
|
|
(76)
|
|
|
98
|
|
|
Change in allowance for expected credit losses
|
54
|
|
|
32
|
|
|
48
|
|
|
Change in fair value of reinsurance related embedded derivatives
|
139
|
|
|
33
|
|
|
128
|
|
|
Change in fair value of other derivatives and embedded derivatives
|
(57)
|
|
|
38
|
|
|
(60)
|
|
|
Recognized (gains) losses, net
|
180
|
|
|
27
|
|
|
214
|
|
|
Market related liability adjustments
|
28
|
|
|
(214)
|
|
|
258
|
|
|
Purchase price amortization
|
80
|
|
|
84
|
|
|
22
|
|
|
Transaction costs, other and non-recurring items
|
16
|
|
|
16
|
|
|
3
|
|
|
Non-controlling interest
|
(9)
|
|
|
(10)
|
|
|
-
|
|
|
Income taxes adjustment
|
(61)
|
|
|
21
|
|
|
(104)
|
|
|
Adjusted net earnings attributable to common shareholders
|
$
|
482
|
|
|
$
|
546
|
|
|
$
|
335
|
|
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 $482 million for the year ended December 31, 2025 included income from a $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 $278 million below management's long-term expected return of approximately 10%.
•Adjusted net earnings of $546 million for the year ended December 31, 2024 included expense from $30 million of actuarial model updates and refinements; partially offset by income from a $14 million tax valuation allowance and $6 million of other income items. Investment income from alternative investments was $145 million below management's long-term expected return of approximately 10%.
•Adjusted net earnings of $335 million for the year ended December 31, 2023 included expense from $37 million tax valuation allowance, $10 million of one-time fixed asset impairment charge and $9 million actuarial industry assumption updates. Investment income from alternative investments was $153 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.
Our investments include assets backing reserves as part of coinsurance with funds withheld agreements. The funds withheld invested assets are reported within their respective line items.
As of December 31, 2025 and 2024, the fair value of our investment portfolio was approximately $69 billion and $60 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
December 31, 2024
|
|
|
Fair Value
|
|
Percent
|
|
|
Fair Value
|
|
Percent
|
|
Fixed maturity securities, available for sale:
|
|
|
|
|
|
|
|
|
|
United States Government full faith and credit
|
$
|
493
|
|
|
1
|
%
|
|
|
$
|
158
|
|
|
-
|
%
|
|
United States Government sponsored entities
|
196
|
|
|
-
|
|
|
|
95
|
|
|
-
|
|
|
United States municipalities, states and territories
|
1,355
|
|
|
2
|
|
|
|
1,346
|
|
|
2
|
|
|
Foreign Governments
|
261
|
|
|
-
|
|
|
|
186
|
|
|
-
|
|
|
Corporate securities:
|
|
|
|
|
|
|
|
|
|
Finance, insurance and real estate
|
9,309
|
|
|
14
|
|
|
|
8,611
|
|
|
14
|
|
|
Manufacturing, construction and mining
|
1,386
|
|
|
2
|
|
|
|
1,139
|
|
|
2
|
|
|
Utilities, energy and related sectors
|
3,681
|
|
|
5
|
|
|
|
2,971
|
|
|
5
|
|
|
Wholesale/retail trade
|
3,732
|
|
|
5
|
|
|
|
3,210
|
|
|
5
|
|
|
Services, media and other
|
5,142
|
|
|
8
|
|
|
|
4,547
|
|
|
8
|
|
|
Hybrid securities
|
609
|
|
|
1
|
|
|
|
581
|
|
|
1
|
|
|
Non-agency residential mortgage-backed securities
|
2,649
|
|
|
4
|
|
|
|
2,693
|
|
|
5
|
|
|
Commercial mortgage-backed securities (a)
|
5,155
|
|
|
8
|
|
|
|
5,131
|
|
|
9
|
|
|
Asset-backed securities ("ABS") (a)
|
7,842
|
|
|
11
|
|
|
|
10,270
|
|
|
17
|
|
|
Collateral loan obligations and loan backed-private obligations ("CLO") (a)
|
10,890
|
|
|
16
|
|
|
|
5,379
|
|
|
9
|
|
|
Total fixed maturity available for sale securities
|
52,700
|
|
|
77
|
|
|
|
46,317
|
|
|
77
|
|
|
Equity securities (b)
|
341
|
|
|
1
|
|
|
|
415
|
|
|
1
|
|
|
Limited partnerships:
|
|
|
|
|
|
|
|
|
|
Private equity
|
2,079
|
|
|
3
|
|
|
|
1,830
|
|
|
3
|
|
|
Real assets
|
886
|
|
|
1
|
|
|
|
437
|
|
|
1
|
|
|
Credit
|
1,643
|
|
|
2
|
|
|
|
1,021
|
|
|
2
|
|
|
Limited partnerships
|
4,608
|
|
|
6
|
|
|
|
3,288
|
|
|
6
|
|
|
Commercial mortgage loans
|
3,025
|
|
|
4
|
|
|
|
2,404
|
|
|
4
|
|
|
Residential mortgage loans
|
4,424
|
|
|
6
|
|
|
|
2,916
|
|
|
5
|
|
|
Other (primarily derivatives, company owned life insurance and unconsolidated owned distribution investments)
|
2,859
|
|
|
4
|
|
|
|
1,753
|
|
|
3
|
|
|
Short term investments
|
1,043
|
|
|
2
|
|
|
|
2,410
|
|
|
4
|
|
|
Total investments
|
$
|
69,000
|
|
|
100
|
%
|
|
|
$
|
59,503
|
|
|
100
|
%
|
(a) Balances at December 31, 2025 reflect classifications consistent with NAIC Principles Based Bond Definition Project effective January 1, 2025.
(b) Includes investment grade non-redeemable preferred stocks ($197 million and $222 million at December 31, 2025 and 2024, respectively).
Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, and our business and investment strategy, we generally seek to invest in primarily high-grade fixed-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 an 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 an 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 ("CMBS") 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 December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 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
|
$
|
34,360
|
|
|
$
|
32,738
|
|
|
62
|
%
|
|
|
$
|
31,258
|
|
|
$
|
29,174
|
|
|
63
|
%
|
|
BBB
|
2
|
18,300
|
|
|
17,524
|
|
|
34
|
|
|
|
16,254
|
|
|
15,082
|
|
|
33
|
|
|
BB
|
3
|
1,705
|
|
|
1,660
|
|
|
3
|
|
|
|
1,591
|
|
|
1,538
|
|
|
3
|
|
|
B
|
4
|
495
|
|
|
464
|
|
|
1
|
|
|
|
375
|
|
|
353
|
|
|
1
|
|
|
CCC
|
5
|
127
|
|
|
107
|
|
|
-
|
|
|
|
100
|
|
|
68
|
|
|
-
|
|
|
CC and lower
|
6
|
305
|
|
|
207
|
|
|
-
|
|
|
|
151
|
|
|
102
|
|
|
-
|
|
|
Total
|
|
$
|
55,292
|
|
|
$
|
52,700
|
|
|
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 December 31, 2025 and 2024 (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
Top 10 Concentrations
|
|
Fair Value
|
|
Percent of Total Fair Value
|
|
CLO (a)
|
|
$
|
10,890
|
|
|
21
|
%
|
|
ABS (a)
|
|
7,842
|
|
|
15
|
|
|
Commercial mortgage-backed securities
|
|
5,155
|
|
|
10
|
|
|
Diversified financial services
|
|
4,161
|
|
|
8
|
|
|
Whole loan collateralized mortgage obligation
|
|
2,630
|
|
|
5
|
|
|
Banking
|
|
2,246
|
|
|
4
|
|
|
Insurance
|
|
1,902
|
|
|
4
|
|
|
Electric
|
|
1,413
|
|
|
3
|
|
|
Municipal
|
|
1,355
|
|
|
2
|
|
|
Pipelines
|
|
945
|
|
|
2
|
|
|
Total
|
|
$
|
38,539
|
|
|
74
|
%
|
(a) Balances at December 31, 2025, reflect classifications consistent with the NAIC Principles 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 AFS securities by contractual maturities as of December 31, 2025 (in millions), are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
Amortized Cost
|
|
Fair Value
|
|
Corporate, Non-structured Hybrids, Municipal, Foreign and U.S. Government securities:
|
|
|
|
|
Due in one year or less
|
$
|
331
|
|
|
$
|
330
|
|
|
Due after one year through five years
|
4,552
|
|
|
4,586
|
|
|
Due after five years through ten years
|
5,398
|
|
|
5,394
|
|
|
Due after ten years
|
18,026
|
|
|
15,658
|
|
|
Subtotal
|
28,307
|
|
|
25,968
|
|
|
Other securities, which provide for periodic payments
|
|
|
|
|
Asset-backed securities
|
18,847
|
|
|
18,732
|
|
|
Commercial mortgage-backed securities
|
5,298
|
|
|
5,155
|
|
|
Residential mortgage-backed securities
|
2,840
|
|
|
2,845
|
|
|
Subtotal
|
26,985
|
|
|
26,732
|
|
|
Total fixed maturity available-for-sale securities
|
$
|
55,292
|
|
|
$
|
52,700
|
|
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 Alt-A RMBS securities were $4 million and $48 million as of December 31, 2025, respectively, and $29 million and $44 million as of December 31, 2024, respectively. As of December 31, 2025 and 2024, approximately 92% 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 December 31, 2025, the CLO and ABS positions were trading at a net unrealized gain of $42 million and a net unrealized loss of $133 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 December 31, 2025 and 2024. Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
December 31, 2024
|
|
|
|
Fair Value
|
|
Percent
|
|
|
Fair Value
|
|
Percent
|
|
NRSRO Rating
|
NAIC Designation
|
|
|
|
|
|
|
|
|
|
AAA/AA/A
|
1
|
$
|
5,457
|
|
|
70
|
%
|
|
|
$
|
7,963
|
|
|
78
|
%
|
|
BBB
|
2
|
2,018
|
|
26
|
|
|
|
1,633
|
|
16
|
|
|
BB
|
3
|
190
|
|
2
|
|
|
|
445
|
|
4
|
|
|
B
|
4
|
17
|
|
-
|
|
|
|
183
|
|
2
|
|
|
CCC
|
5
|
10
|
|
-
|
|
|
|
8
|
|
-
|
|
|
CC and lower
|
6
|
150
|
|
2
|
|
|
|
38
|
|
-
|
|
|
Total
|
|
$
|
7,842
|
|
|
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 December 31, 2025 and 2024. Balances at December 31, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
December 31, 2024
|
|
|
|
Fair Value
|
|
Percent
|
|
|
Fair Value
|
|
Percent
|
|
NRSRO Rating
|
NAIC Designation
|
|
|
|
|
|
|
|
|
|
AAA/AA/A
|
1
|
$
|
7,366
|
|
|
67
|
%
|
|
|
$
|
3,411
|
|
|
63
|
%
|
|
BBB
|
2
|
2,466
|
|
23
|
|
|
|
1,396
|
|
26
|
|
|
BB
|
3
|
835
|
|
8
|
|
|
|
524
|
|
10
|
|
|
B
|
4
|
196
|
|
2
|
|
|
|
10
|
|
-
|
|
|
CCC
|
5
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
CC and lower
|
6
|
27
|
|
-
|
|
|
|
38
|
|
1
|
|
|
Total
|
|
$
|
10,890
|
|
|
100
|
%
|
|
|
$
|
5,379
|
|
|
100
|
%
|
Municipal Bond Exposure
The following table summarizes our municipal bond exposure as of December 31, 2025 and 2024 (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025
|
|
|
December 31, 2024
|
|
|
Amortized Cost
|
|
Fair Value
|
|
|
Amortized Cost
|
|
Fair Value
|
|
General obligation bonds
|
$
|
221
|
|
|
$
|
186
|
|
|
|
$
|
247
|
|
|
$
|
205
|
|
|
Special revenue bonds
|
1,325
|
|
|
1,156
|
|
|
|
1,329
|
|
|
1,128
|
|
|
Certificate participations
|
16
|
|
|
13
|
|
|
|
16
|
|
|
13
|
|
|
Total
|
$
|
1,562
|
|
|
$
|
1,355
|
|
|
|
$
|
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 December 31, 2025 and 2024, and is rated NAIC 1 as of December 31, 2025. Our focus within municipal bonds is on NAIC 1 rated instruments, with 98% and 97% of our municipal bond exposure rated NAIC 1 as of December 31, 2025 and 2024, respectively.
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 December 31, 2025 and 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.3 times 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 December 31, 2025 and 2024, we had one CML that was delinquent in principal or interest payments. We had no CMLs in the process of foreclosure as of December 31, 2025 and 2024. See Note C - Investmentsto the 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 Consolidated Financial Statements included in this Annual Report on Form 10-K 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 December 31, 2025 and 2024, were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 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
|
23
|
|
|
$
|
346
|
|
|
$
|
-
|
|
|
$
|
(2)
|
|
|
$
|
344
|
|
|
United States Government sponsored agencies
|
49
|
|
|
29
|
|
|
-
|
|
|
(2)
|
|
|
27
|
|
|
United States municipalities, states and territories
|
174
|
|
|
1,424
|
|
|
-
|
|
|
(211)
|
|
|
1,213
|
|
|
Foreign Governments
|
38
|
|
|
188
|
|
|
-
|
|
|
(35)
|
|
|
153
|
|
|
Corporate securities:
|
|
|
|
|
|
|
|
|
|
|
Finance, insurance and real estate
|
719
|
|
|
4,854
|
|
|
(17)
|
|
|
(514)
|
|
|
4,323
|
|
|
Manufacturing, construction and mining
|
169
|
|
|
993
|
|
|
-
|
|
|
(124)
|
|
|
869
|
|
|
Utilities, energy and related sectors
|
561
|
|
|
2,740
|
|
|
-
|
|
|
(464)
|
|
|
2,276
|
|
|
Wholesale/retail trade
|
546
|
|
|
2,613
|
|
|
-
|
|
|
(438)
|
|
|
2,175
|
|
|
Services, media and other
|
707
|
|
|
4,265
|
|
|
-
|
|
|
(816)
|
|
|
3,449
|
|
|
Hybrid securities
|
40
|
|
|
456
|
|
|
-
|
|
|
(22)
|
|
|
434
|
|
|
Non-agency residential mortgage-backed securities
|
193
|
|
|
652
|
|
|
(1)
|
|
|
(68)
|
|
|
583
|
|
|
Commercial mortgage-backed securities
|
267
|
|
|
1,942
|
|
|
(59)
|
|
|
(139)
|
|
|
1,744
|
|
|
Asset-backed securities
|
569
|
|
|
7,231
|
|
|
(23)
|
|
|
(256)
|
|
|
6,952
|
|
|
Total fixed maturity available for sale securities
|
4,055
|
|
|
27,733
|
|
|
(100)
|
|
|
(3,091)
|
|
|
24,542
|
|
|
Equity securities
|
23
|
|
|
304
|
|
|
-
|
|
|
(89)
|
|
|
215
|
|
|
Total investments
|
4,078
|
|
|
$
|
28,037
|
|
|
$
|
(100)
|
|
|
$
|
(3,180)
|
|
|
$
|
24,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $3,180 million and $3,837 million as of December 31, 2025 and 2024, respectively. During 2025, most components of the portfolio exhibited price appreciation caused by lower treasury rates. The total amortized cost of all securities in an unrealized loss position was $28,037 million and $29,405 million as of December 31, 2025 and 2024, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 81% for services, media and other as of December 31, 2025 and 2024, respectively. In the aggregate, services, media and other represented 26% and 23% of the total unrealized loss position as of December 31, 2025 and 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 December 31, 2025 and 2024, were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 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
|
80
|
|
|
1,159
|
|
|
750
|
|
|
-
|
|
|
(409)
|
|
|
Total investment grade
|
80
|
|
|
1,159
|
|
|
750
|
|
|
-
|
|
|
(409)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below investment grade:
|
|
|
|
|
|
|
|
|
|
|
Less than six months
|
3
|
|
|
35
|
|
|
17
|
|
|
(18)
|
|
|
-
|
|
|
Six months or more and less than twelve months
|
2
|
|
|
33
|
|
|
32
|
|
|
-
|
|
|
(1)
|
|
|
Twelve months or greater
|
7
|
|
|
119
|
|
|
94
|
|
|
-
|
|
|
(25)
|
|
|
Total below investment grade
|
12
|
|
|
187
|
|
|
143
|
|
|
(18)
|
|
|
(26)
|
|
|
Total
|
92
|
|
|
$
|
1,346
|
|
|
$
|
893
|
|
|
$
|
(18)
|
|
|
$
|
(435)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 71 and 45 structured securities with a fair value of $237 million and $146 million, respectively to which we had potential credit exposure as of December 31, 2025 and 2024, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $86 million and $62 million as of December 31, 2025 and 2024, respectively.
Refer to Note C - Investments to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information on the allowance for expected credit loss.
Exposure to Sovereign Debt and Certain Other Exposures
Our investment portfolio had an immaterial amount of direct exposure to European sovereign debt as of December 31, 2025 and 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 investment gains (losses), net, refer to Note C - Investmentsto the Consolidated Financial Statements included in this Annual Report on Form 10-K.
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 December 31, 2025 and 2024, refer to Note C - Investmentsto the Consolidated Financial Statements included in this Annual Report on Form 10-K.
Concentrations of Financial Instruments
For certain information regarding our concentrations of financial instruments, refer to Note C - Investmentsto the Consolidated Financial Statements included in this Annual Report on Form 10-K.
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 Consolidated Balance Sheets.
See Note D - Derivativesto the Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K 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 preferred stock. Our operating activities provided cash of $4,681 million and $5,999 million for the years ended December 31, 2025 and 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), 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.
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 and preferred stock. For the year ended December 31, 2025, we paid common and preferred dividends of approximately $137 million.
On November 6, 2025, our Board of Directors declared a quarterly cash dividend of $0.8594 per share on the FNF Preferred Stock for the period from October 15, 2025 to and excluding January 15, 2026, which was paid on January 15, 2026, to FNF Preferred Stock record holders on January 1, 2026. On February 19, 2026, our Board of Directors declared a quarterly cash dividend of $0.25 per common share, payable on March 31, 2026, to F&G common shareholders of record as of March 17, 2026. On February 19, 2026, our Board of Directors also declared a quarterly cash dividend of $0.8594 per share on the FNF Preferred Stock for the period from January 15, 2026 to and excluding April 15, 2026, to be paid on April 15, 2026, to FNF Preferred Stock record holders as of April 1, 2026.
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. There are certain conditions on the declaration and payment of dividends pursuant to our preferred stock (refer to Note U - Equityto the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for additional information on our preferred stock. The declaration of any future dividends is at the discretion of our Board of Directors.
We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, if any, reducing debt, investing in growth of our subsidiaries, making acquisitions and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on the Revolving Credit Agreement or the FNF Credit Facility. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. Refer to Financing Arrangements below and Note L - Notes Payableof the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K 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. In 2025, FGL Insurance did not pay dividends to its parent, Fidelity & Guaranty Life Holdings, Inc. ("FGLH"). FGL Insurance's maximum ordinary dividend capacity for 2026 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 "Item 1. Business - Regulation of F&G" of Part I of this
Annual Report on Form 10-K and Note O - Insurance Subsidiary Financial Information and Regulatory Mattersto the Consolidated Financial Statements included in Part II - Item 8 of this Annual Report on Form 10-K, 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.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $1,486 million and $2,264 million, respectively, and short term investments of $1,043 million and $2,410 million, respectively.
Operating Cash Flow. Our cash flows provided by operations for the years ended December 31, 2025, 2024, and 2023 were $4,681 million, $5,999 million and $5,834 million, respectively. The primary cash inflows from operating activities include net investment income and insurance premiums. The primary cash outflows from operating activities are comprised of benefit payments and operating expenses. Cash provided by operations for the years ended December 31, 2025 and 2024 included approximately $1,500 million and $1,800 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 years ended December 31, 2025, 2024, and 2023 were $8,429 million, $7,953 million, $8,918 million, respectively. The primary cash inflows from investing activities are the proceeds from sales, calls, maturities and redemptions of investments, including those resulting from our portfolio repositioning. The primary cash outflows from investing activities are the purchases of fixed maturity securities and other investments. Cash used in investing activities for the years ended December 31, 2025 and 2024 included purchases of fixed maturity securities and other investments associated with investing the net cash received from our investment-type products, generated from financing cash flows and PRT transactions, generated from operating activities, as well as cash received from borrowings generated from financing activities in both periods. Cash used in investing activities for the year ended December 31, 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 years ended December 31, 2025, 2024, and 2023 were $2,970 million, $2,655 million and $3,687 million, respectively and reflected higher net contractholder deposits for the year ended December 31, 2025 and lower net contractholder deposits for the year ended December 31, 2024. Net contractholder account deposits and withdrawals in 2025 included an increase of approximately $900 million related to funding agreements. In addition, cash provided by financing activities for the year ended December 31, 2025 included borrowing proceeds of $375 million, portions of which were used to finance a $300 million redemption of the 5.50% F&G Notes, and $269 million of net proceeds from the issuance of common stock, all discussed below, partially offset by dividend payments of approximately $137 million. Cash provided by financing activities for the year ended December 31, 2024 included borrowing proceeds of $1,050 million, portions of which were used to finance a $250 million cash tender offer on the 5.50% F&G Notes and for net revolving credit facility repayments of $365 million, and proceeds of $250 million from the issuance of the FNF Preferred Stock, partially offset by dividend payments of approximately $121 million.
Financing Arrangements. 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. The net proceeds of the offering were used 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.
At December 31, 2025, we had outstanding (aggregate principal amounts):
•$500 million of our 7.40% Senior Notes ("the 7.40% F&G Notes"),
•$550 million of our 6.50% Senior Notes ("the 6.50% F&G Notes")
•$500 million of our 6.250% Senior Notes ("the 6.250% F&G Notes")
•$345 million of our 7.95% Senior Notes ("the 7.95% F&G Notes"), and
•$375 million of our 7.300% Junior Notes ("the 7.300% F&G Notes")
As of December 31, 2025 we had $750 million of borrowing availability under our senior unsecured revolving credit agreement (the "Revolving Credit Agreement") and $200 million of borrowing availability under our revolving credit facility with FNF (the "FNF Credit Facility"). No amounts were outstanding under the Revolving Credit Agreement or the FNF Credit Facility as of December 31, 2025 and 2024. The maturity date of the Revolving Credit Agreement is November 22, 2027. The FNF facility matured on October 29, 2025 and, effective October 30, 2025, was replaced by a new revolving note agreement with FNF. The new revolving note matures the earlier of October 29, 2030, or when the Revolving credit facility described above is terminated.
For further description of our financing arrangements see Note L - Notes Payableto the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K.
The Credit Agreement imposes significant operating and financial restrictions, including financial covenants, and the Credit Agreement and the indentures governing the
7.40% F&G Notes, the 6.50% F&G Notes, the 6.250% F&G Notes the 7.95% F&G Notes, and the 7.300% F&G Notes limit, among other things, our and our subsidiaries' ability to:
•incur or assume additional indebtedness, including guarantees;
•incur or assume liens;
•engage in mergers or consolidations;
•convey, transfer, lease or dispose of assets;
•make certain investments;
•enter into transactions with affiliates;
•declare or make any dividend payments or distributions or repurchase capital stock or other equity interests;
•change the nature of our business materially;
•make changes in accounting treatment or reporting practices that affect the calculation of financial covenants, or change our fiscal year; and
•enter into certain agreements that would restrict the ability of subsidiaries to make payments to us.
As of December 31, 2025, we were in compliance with all covenants.
Recent Equity Issuance.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 $33.60 per share. The underwriters option subsequently expired unexercised. The net proceeds from the offering were used for general corporate purposes, including the support of organic growth opportunities.
Obligations - Contractual and Other.As of December 31, 2025, our required annual payments relating to
contractual and other obligations were as follows:
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|
|
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|
|
|
|
|
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|
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|
|
|
|
|
|
2026
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2027
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|
2028
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|
2029
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2030
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Thereafter
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Total
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Notes payable principal repayment
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$
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-
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|
|
$
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-
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|
|
$
|
500
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|
|
$
|
550
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|
|
$
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-
|
|
|
$
|
1,220
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|
|
$
|
2,270
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|
|
Operating lease payments
|
2
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|
|
2
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|
|
2
|
|
|
2
|
|
|
2
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|
|
2
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|
|
12
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|
Annuity and universal life products
|
7,316
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|
|
7,900
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|
|
8,850
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|
|
7,724
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|
|
6,881
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|
|
48,267
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|
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86,938
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Pension risk transfer annuity payments
|
843
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|
|
810
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|
|
783
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|
|
755
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|
727
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|
|
8,936
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|
12,854
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Funding agreements (FABN / FHLB)
|
1,938
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|
|
1,776
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|
|
1,710
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|
|
723
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|
|
360
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|
|
-
|
|
|
6,507
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|
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Interest on fixed rate notes payable
|
159
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|
|
159
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|
|
123
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|
|
104
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|
|
86
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|
|
1,681
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|
|
2,312
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Total
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$
|
10,258
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|
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$
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10,647
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|
|
$
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11,968
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|
|
$
|
9,858
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|
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$
|
8,056
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|
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$
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60,106
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|
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$
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110,893
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Reinsurance.Please refer to Note E - Reinsuranceto the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K 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 December 31, 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. We also have unfunded commitments to consolidated VIEs. Please refer to Note C -Investmentsand Note N - Commitments and Contingenciesto the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for additional details on unfunded commitments.
Stock Repurchase Program. In 2023, F&G's Board of Directors approved a three-year stock repurchase program, under which the Company may repurchase up to $50 million of F&G common stock. Purchases may be made from time to time by the Company in the open market at prevailing market prices or through privately negotiated transactions or accelerated share repurchase transactions through November 6, 2026. All purchases are held as treasury stock. The timing and extent of share repurchases will depend on a variety of factors, including, market conditions, regulatory requirements, and considerations as determined by management. No shares were repurchased pursuant to the program during the years ended December 31, 2025 and December 31, 2024. At December 31, 2025, the total remaining authorization of F&G common stock that may be repurchased was approximately $32 million.
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 December 31, 2025 and 2024, we had $2,899 million and $2,852 million, respectively, in FHLB non-putable funding agreements included under contractholder funds on our Consolidated Balance Sheets. As of December 31, 2025 and 2024, we had assets with a fair value of approximately $4,621 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 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 December 31, 2025 and 2024, $1,185 million and $771 million, respectively, of collateral was posted by our counterparties as they did not meet the net exposure thresholds. 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 Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K for further information regarding these borrowings.
Set forth below is summarized unaudited financial information of the obligor group, as presented on a combined basis (dollars 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.
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Year Ended December 31,
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2025
|
|
2024
|
|
Summarized Statement of Operations:
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Total revenues
|
$
|
23
|
|
|
$
|
77
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|
|
Total expenses
|
178
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|
|
124
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|
|
Income tax benefit
|
(31)
|
|
|
(3)
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|
|
Net loss
|
$
|
(124)
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|
|
$
|
(44)
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|
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December 31,
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|
|
2025
|
|
2024
|
|
Summarized Balance Sheet:
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|
|
|
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Investments
|
$
|
393
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|
|
$
|
334
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|
|
Cash and cash equivalents
|
127
|
|
|
272
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|
|
Goodwill
|
1,725
|
|
|
1,725
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|
|
Due from non-guarantor affiliates
|
53
|
|
|
77
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|
|
Other assets
|
38
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|
|
42
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|
|
Total assets
|
$
|
2,336
|
|
|
$
|
2,450
|
|
|
|
|
|
|
|
Notes payable
|
$
|
2,237
|
|
|
$
|
2,171
|
|
|
Other liabilities
|
152
|
|
|
167
|
|
|
Total liabilities
|
$
|
2,389
|
|
|
$
|
2,338
|
|