F&G Annuities & Life (FG) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our debt instruments may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions
2. 02Our ability to grow depends in large part upon the continued availability of capital66% rewritten
3. 03We may face losses if our actual experience differs significantly from our reserving assumptions
4. 04Change in our evaluation of the recoverability of our deferred tax assets could materially adversely affect our results of operations and financial condition
5. 05We have recorded goodwill as a result of past acquisitions, and adverse events affecting the value of our reporting unit could cause the balance to become impaired, requiring write-downs that would reduce our operating income
6. 06If we are unable to attract and retain national marketing organizations and independent agents, sales of our products may be reduced
7. 07We operate in a highly competitive industry, which could limit our ability to gain or maintain our position in the industry and could materially adversely affect our business, financial condition and results of operations
8. 08Concentration in certain states for the distribution of our products may subject us to losses attributable to economic downturns or catastrophes in those states63% rewritten
9. 09Concentration in one or more of our products may subject us to greater volatility of sales if such products experienced a significant decrease in sales
10. 10We are subject to the credit risk of our counterparties, including companies with whom we have reinsurance agreements or from whom we have purchased options
11. 11Our business could be interrupted or compromised if we experience difficulties arising from outsourcing relationships
12. 12The loss of key personnel could negatively affect our financial results and impair our ability to implement our business strategy
13. 13Our risk management policies and procedures may not capture unidentified or unanticipated risk, which could negatively affect our business or result in losses35% rewritten
14. 14earnings, they present several risks that could adversely affect our business, financial condition and operating resultsNew
15. 15Changes in market conditions, regulatory landscapes, or operational environments could adversely impact performance. Additionally, any reputational issues or operational failures could affect our overall brand and market standing
16. 16Failure to comply with regulations during, or post-acquisition, can result in legal penalties, regulatory actions, or reputational damage, which could have a material, adverse effect on our business55% rewritten
17. 17Advancements in Artificial Intelligence, Machine Learning, and Large Language Models (“AI/ML/LLM”) pose risks and challenges27% rewritten
18. 18The new and emerging types of AI and their uses are very early stage in the industry and may be subject to many uncertain future developments and regulations
19. 19We rely on our investment management advisory agreements (“IMA”) with Blackstone ISG-I Advisors LLC (“BIS”) and other investment managers and sub-managers for the management of portions of certain of our life insurance companies’ investment portfolios
20. 20We have a long-term contractual relationship with BIS that limits our ability to terminate this relationship or retain another investment manager without BIS’s consent
21. 21The historical performance of BIS, or any other asset manager we engage, should not be considered as indicative of the future results of our investment portfolio, our future results or any returns expected on our common stock
22. 22Increased regulation or scrutiny of alternative investment advisers, arrangements with such investment advisers and investment activities may affect BIS’s or, if engaged, any other asset manager’s ability to manage our investment portfolio or impact the reputation of our business

Risks Related to Economic Conditions and Market Conditions

1. 23Conditions in the economy generally could adversely affect our business, results of operations and financial condition55% rewritten
2. 24In addition, our investments could be adversely affected as a result of deteriorating financial and business conditions affecting the issuers of the securities in our investment portfolioNew
3. 25Our investments are subject to geopolitical risk. The geopolitical events such as the on-going conflicts in Russia, Ukraine and the Middle East may adversely affect our business, financial condition, results of operations and cash flows
4. 26Changes in trade policies, tariffs, or global economic conditions could materially affect our business and financial resultsNew
5. 27Our investments are subject to market risks that could be heightened during periods of extreme volatility or disruption in financial and credit markets
6. 28Our investments are subject to credit risks of the underlying issuer, borrower, or physical collateral which can change over time with the credit cycle
7. 29We also maintain holdings in floating rate, and less rate-sensitive investments, including senior tranches of CLOs and directly originated senior secured loans. If realized collateral loss and recoveries differ materially from our assumptions, returns on these assets could be lower than our expectation
8. 30Interest rate fluctuations could adversely affect our business, financial condition, liquidity and results of operations
9. 31Equity market volatility could negatively impact our business
10. 32We are exposed to liquidity risk, which is the risk that we are unable to meet near-term obligations as they come due
11. 33Our business could be materially and adversely affected by the occurrence of a catastrophe, including natural or man-made disasters39% rewritten
12. 34on our reinsurers or other counterparties. Such events could also have an adverse effect on the rate and amount of lapses and surrenders of existing policies, as well as sales of new policiesNew
13. 35Our business is subject to risk due to our owned distribution strategy and investments in distribution consolidators

Legal, Regulatory and Tax Risks

1. 36Our business is highly regulated and subject to numerous legal restrictions and regulations
2. 37Our business is subject to government regulation in each of the jurisdictions in which we conduct business and regulators have broad administrative and discretionary authority over our business and business practices
3. 38Risks associated with a shutdown of the United States GovernmentNew
4. 39Our business in the United States is regulated by the National Association of Insurance Commissioners (“NAIC”), which continues to consider reforms including relating to cybersecurity regulations, best interest standards, risk-based capital (“RBC”) and life insurance reserves
5. 40Current and emerging developments relating to market conduct standards for the financial industry emerging from the United States Department of Labor’s (“DOL”) implementation of the “fiduciary rule” may over time materially affect our business
6. 41Changes to regulations under ERISA could adversely affect the Company by increasing the Company’s regulatory and compliance burdenNew
7. 42Our regulation in Bermuda and the Cayman Islands may limit or curtail our activities, and changes to existing regulations may affect our ability to continue to offer our existing products and services, or new products and services92% rewritten
8. 43existing regulations may affect our ability to continue to offer our existing products and services, or new products and services we may wish to offer in the futureNew
9. 44The SECURE 2.0 Act of 2022 may impact our business and the markets in which we compete
10. 45The amount of statutory capital that our insurance subsidiaries have and the amount of statutory capital that they must hold to maintain their financial strength ratings and meet other requirements can vary significantly from time to time due to a number of factors outside of our control
11. 46New accounting rules or changes to existing accounting standards could adversely impact our reported results of operations
12. 47Changes in federal or state tax laws may affect sales of our products and profitability31% rewritten
13. 48Changes in tax law may increase our future tax liabilities and related compliance costs
14. 49The redemption of our preferred stock may require a significant amount of cash and may result in adverse tax consequences
15. 50We may be the target of future litigation, law enforcement investigations or increased scrutiny which may negatively affect our operations or financial strength or reduce profitability
16. 51We may not be able to protect our intellectual property and may be subject to infringement claims
17. 52Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance (“ESG”) related matters create a variety of risks for our business

Risks Relating to Our Indebtedness and Financing

1. 53We are a holding company and depend on distributions from our subsidiaries for cash
2. 54Risks Related to the Separation and Distribution and our Status as a Subsidiary of Fidelity National Financial, Inc. (“FNF”)
3. 55FNF is our principal shareholder and retains significant rights with respect to our governance and certain corporate actions. In certain cases, FNF may have interests which differ from our other shareholders
4. 56FNF is under no obligation to sell its remaining interest in us and retains the sole discretion to determine the timing of any future sales of shares of our common stock26% rewritten
5. 57Certain of our directors may have actual or potential conflicts of interest because of their FNF equity ownership or their current or former FNF positions
6. 58Provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock
7. 59These provisions apply even if an offer may be considered beneficial by some shareholders
8. 60We are a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements
9. 61FNF or F&G may fail to perform under various transaction agreements that were executed as part of the separation and distribution, or we may fail to have necessary systems and services in place when certain of the transaction agreements expire
10. 62We may have received better terms from unaffiliated third parties than the terms we received in our agreements with FNF
11. 63Our amended and restated bylaws contain an exclusive forum provision that could limit our shareholders’ ability to choose a judicial forum that they find favorable for certain disputes with us or our directors, officers, shareholders, employees or agents, and may discourage lawsuits with respect to such claims
12. 64We and certain of our subsidiaries file consolidated federal income tax returns with FNF36% rewritten

Risks Related to Our Common Stock and Preferred Stock

1. 65Our stock price may fluctuate significantly
2. 66If we are unable to implement and maintain the effectiveness of our internal control over financial reporting, our investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect our stock price
3. 67Our common stock is subordinated to our preferred stock
4. 68Substantial sales of our common stock may occur which could cause our stock price to be volatile and to decline
5. 69We cannot guarantee the timing, amount or payment of dividends on our common stock or preferred stock in the future
6. 70Your percentage of ownership in F&G may be diluted in the future