Form 305B2 - Filing [Trust Indenture Act]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee

Pursuant to Section 305 (b)(2) X

CITIBANK, N.A.

(Exact name of Trustee as specified in its charter)

A National Banking Association			13-5266470
(Jurisdiction of incorporation or organization			(I.R.S. Employer
if not a U.S. national bank)			Identification No. )
399 Park Avenue,
New York, New York			10043
(Address of principal executive office)			(Zip Code)

Citibank, N.A.

388 Greenwich Street

New York, N.Y. 10013

[phone]

(Name, address, and telephone number of agent for service)

F&G Annuities & Life, Inc.

(Exact name of obligor as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware			85-2487422
(State or other jurisdiction of			(I.R.S. employer
incorporation or organization)			identification no.)
801 Grand Avenue, Suite 2600
Des Moines, Iowa			50309
(Address of principal executive offices)			(Zip Code)

Debt Securities

(Title of Indenture Securities)

TABLE OF ADDITIONAL REGISTRANTS

Exact name of registrant as specified in its charter*

State or other jurisdiction of incorporation or organization

Primary Standard Industrial Classification Code Number

I.R.S. Employer Identification Number

CF Bermuda Holdings Limited

Bermuda

6311

FGL US Holdings Inc.

Delaware

6311

82-2796563

Fidelity & Guaranty Life Business Services, Inc.

Delaware

6311

43-1914674

Fidelity & Guaranty Life Holdings, Inc.

Delaware

6311

48-1245662

*The address and telephone number of each additional registrant is c/o F&G Annuities & Life, Inc., 801 Grand Avenue, Suite 2600, Des Moines, Iowa 50309, tel. [phone].

        

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Item 1. General Information.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name			Address
Comptroller of the Currency			Washington, D.C.
Federal Reserve Bank of New York			33 Liberty Street, New York, NY
Federal Deposit Insurance Corporation			Washington, D.C.

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15.Not Applicable.

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Item 16.List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 -			Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).
Exhibit 2 -			Copy of certificate of authority of the Trustee to commence business. (attached).
Exhibit 3 -			Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 filed May 5, 2014 under File No. 333-195697).
Exhibit 4 -			Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).
Exhibit 5 -			Not applicable.
Exhibit 6 -			The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 filed May 5, 2014 under File No. 333-195697).
Exhibit 7 -			Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2024- attached)
Exhibit 8 -			Not applicable.
Exhibit 9 -			Not applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 3rd day of January, 2025.

CITIBANK, N.A.
By			/s/ Peter Lopez
			Peter Lopez
			Vice President

Exhibit 2

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

1,Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1.The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2."Citibank, N.A.," Sioux Falls, South Dakota (Charter No. 1461), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, December 9, 2024, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S.

Department of the Treasury, in the City of Washington, District of Columbia.

Acting Comptroller of the Currency

2025-00241-C

Exhibit 7

CONSOLIDATED BALANCE SHEET			Citigroup Inc. and Subsidiaries
In millions of dollars			September 30, 2024 (Unaudited)			December 31, 2023
Assets
Cash and due from banks (including segregated cash and other deposits)			$	25,266		$	27,342
Deposits with banks, net of allowance			277,828			233,590
Securities borrowed and purchased under agreements to resell (including $147,955 and $206,059 as of September 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance			285,928			345,700
Brokerage receivables, net of allowance			63,653			53,915
Trading account assets (including $215,744 and $197,156 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively)			458,072			411,756
Investments:
Available-for-sale debt securities (including $2,579 and $11,868 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively)			234,444			256,936
Held-to-maturity debt securities, net of allowance (fair value of which is $234,310 and $235,001 as of September 30, 2024 and December 31, 2023, respectively) (includes $76 and $71 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively)			248,274			254,247
Equity securities (including $855 and $766 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			7,953			7,902
Total investments			$	490,671		$	519,085
Loans:
Consumer (including $302 and $313 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			389,151			389,197
Corporate (including $7,804 and $7,281 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			299,771			300,165
Loans, net of unearned income			$	688,922		$	689,362
Allowance for credit losses on loans (ACLL)			(18,356)			(18,145)
Total loans, net			$	670,566		$	671,217
Goodwill			19,691			20,098
Intangible assets (including MSRs of $683 and $691 as of September 30, 2024 and December 31, 2023, respectively)			4,121			4,421
Premises and equipment, net of depreciation and amortization			30,096			28,747
Other assets (including $15,230 and $12,290 as of September 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance			104,771			95,963
Total assets			$	2,430,663		$	2,411,834

Statement continues on the next page.

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CONSOLIDATED BALANCE SHEET			Citigroup Inc. and Subsidiaries
(Continued)
In millions of dollars, except shares and per share amounts			September 30, 2024 (Unaudited)			December 31, 2023
Liabilities
Deposits (including $4,112 and $2,440 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			$	1,309,999		$	1,308,681
Securities loaned and sold under agreements to repurchase (including $62,858 and $62,485 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			278,377			278,107
Brokerage payables (including $11,896 and $6,545 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			81,186			63,539
Trading account liabilities			142,534			155,345
Short-term borrowings (including $11,896 and $6,545 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			41,340			37,457
Long term debt (including $117,286 and $116,338 as of September 30, 2024 and December 31, 2023, respectively, at fair value)			299,081			286,619
Other liabilities, plus allowances			68,244			75,835
Total liabilities			$	2,220,761		$	2,205,583
Stockholders' equity
Preferred stock ($1.00 par value; authorized shares: 30 million). issued shares: as of September 30, 2024—654,000 and as of December 31, 2023—704,000, at aggregate liquidation value			$	16,350		$	17,600
Common stock ($0.001 par value; authorized shares: 6 billion). issued shares: as of September 30, 2024—3,099,718,745 and as of December 31, 2023—3,099,691,704			31			31
Additional paid-in capital			108,969			108,955
Retained earrings			204,770			198,905
Treasury stock, at cost: September 30, 2024—1,208,453,942, shares and December 31, 2023—1,196,577,865 shares			(75,840)			(75,238)
Accumulated other comprehensive income (loss) (AOCI)			(45,197)			(44,800)
Total Citigroup stockholders' equity			$	209,083		$	205,453
Noncontrolling interests			819			798
Total equity			$	209,902		$	206,251
Total liabilities and equity			$	2,430,663		$	2,411,834

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

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