Fitch Ratings has assigned a 'BBB+' rating to Corebridge Financial, Inc.'s (Corebridge) new offering of $750 million 5.750% senior unsecured notes due 2034.

Key Rating Drivers

The new notes are rated equivalent to the ratings of Corebridge's existing senior debt. The net proceeds of the offering are expected to be used for repayment of a portion of Corebridge's aggregate principal amount currently drawn under the issuer's three-year delayed draw term loan (DDTL) facility and general corporate purposes. The rating on the notes reflects standard notching from Corebridge's Long-Term Issuer Default Rating of 'A-'. Corebridge's financial leverage was 27% as of Sept. 30, 2023 and is expected to remain at level pro-forma for the issuance, given the repayment of the DDTL.

Corebridge, represents the top-level holding company for American International Group, Inc.'s (AIG) life and retirement (L&R) subsidiaries. AIG currently owns approximately 52% of Corebridge following its most recent secondary offering and Fitch expects its ownership stake to continue to decline, but further reductions in its ownership stake are subject to market conditions.

Fitch affirmed Corebridge's and its life insurance operating subsidiaries ratings on Feb. 27, 2023, including Corebridge's Long-Term IDR at 'A-', and the Insurer Financial Strength (IFS) ratings of its life insurance subsidiaries at 'A+'(Strong), with a Stable Outlook. The rating action commentary is available at www.fitchratings.com.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

Improved L&R capitalization demonstrated by a Prism score of 'Very Strong';

A financial leverage ratio maintained at or below 25% over a sustained period;

Continued strong and stable L&R financial results.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

A financial leverage ratio maintained above 30% over a sustained period;

Decline in the L&R subsidiaries' capitalization, including a Prism score maintained below 'Strong';

Deterioration in the L&R subsidiaries' profitability trends evidenced by a core ROE below 10%.

Date of Relevant Committee

24 February 2023

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

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