What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-25 compared with 2021-03-01 · 292 added, 293 removed, 755 unchanged (44% of the section changed)

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Through our subsidiary ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services including title-related services and facilitation of production and management of mortgage loans.

We are also a provider of annuity and life insurance products, providing deferred annuities, including fixed indexed annuities ("FIA"), fixed rate annuities, and immediate annuities and indexed universal life ("IUL") insurance through our wholly-owned subsidiary, FGL Holdings ("F&G").

We are also a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through our wholly-owned subsidiary, F&G Annuities & Life ("F&G").

As of December 31, 2021, we had the following reporting segments:

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This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.

This segment consists of operations of our annuities and life insurance related businesses.

This segment issues a broad portfolio of deferred annuities (fixed indexed and fixed rate annuities), immediate annuities and indexed universal life insurance.

This segment primarily consists of operations of our annuities and life insurance related businesses.

This segment issues a broad portfolio of annuity and life insurance products, including deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, and indexed universal life ("IUL") insurance, through its retail distribution channels.

This segment also provides funding agreements and pension risk transfer ("PRT") solutions through its institutional channels.

• Corporate and Other.

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These six precepts are emphasized to our employees from the first day of employment and are integral to many of our strategies described below.

Competitive cost structure.

We have been able to maintain competitive operating margins in part by monitoring our businesses in a disciplined manner through continual evaluation of business activity and management of our cost structure.

When compared to our industry competitors, we also believe that our structure is more efficiently designed, which allows us to operate with lower overhead costs.

Leading title insurance company.

Leading residential and commercial title insurance company.

We are one of the largest title insurance companies in the United States and a leading provider of title insurance and escrow and other title-related services for real estate transactions.

Through the third quarter of

2020, our insurance companies had a 33.0% share of the U.S.

Through the third quarter of 2021, our insurance companies had a 32.6% share of the U.S.

title insurance market, according to the American Land Title Association ("ALTA").

While residential title insurance comprises the majority of our business, we are also a significant provider of commercial real estate title insurance in the United States.

Our network of independent title agents and employees in our direct operations that service the commercial real estate markets is one of the largest in the

Our commercial network combined with our financial strength makes our title insurance operations attractive to large national lenders that require the underwriting and issuing of larger commercial title policies.

Established relationships with our customers.

We have strong relationships with the customers who use our title services.

Our distribution network, which includes more th an 1,300 direct residential title offices and approximately 5,400 agents , is among the largest in the United States.

Our distribution network, which includes more th an 1,300 dire ct residential title offices and approximately 5,400 agents , is among the largest in the United States.

We also benefit from strong brand recognition in our multiple title brands that allows us to access a broader client base than if we operated under a single consolidated brand and provides our customers with a choice among brands.

Strong value proposition for our customers.

Strong value proposition for our customers as a leading provider of services and technology solutions to the title insurance industry.

Through our Title segment, we provide our customers with title insurance and escrow and other title-related services that support their ability to effectively close real estate transactions.

We help make the real estate closing process more efficient for our customers by offering a single point of access to a broad platform of title-related products and resources necessary to close real estate transactions.

Industry leading margins and disciplined operating focus.

When compared to our industry competitors, we also believe that our structure is more efficiently designed, which allows us to operate with lower overhead costs.

Proven management team.

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Our managers have demonstrated their leadership ability during numerous acquisitions through which we have grown and throughout a number of business cycles and significant periods of industry change.

Commercial title insurance.

While residential title insurance comprises the majority of our business, we are also a significant provider of commercial real estate title insurance in the United States.

Our network of agents, attorneys, underwriters and closers that service the commercial real estate markets is one of the largest in the industry.

We believe that our Title segment's competitive strengths position us well to take advantage of future changes to the real estate market.

Distribution relationships.

We have deep, long-tenured relationships with our network of independent marketing organizations (IMOs).

We partner with leading IMOs and their agents to serve the needs of the middle-income market and develop competitive products to align with their evolving needs.

Additionally, FNF’s ownership and F&G’s recent rating upgrades have opened up additional distribution channels to F&G.

Product expertise.

Our team of product developers have a history of innovation and collaboration in developing our flagship fixed indexed annuity products (FIAs).

Diversified products and distribution relationships.

We have five distribution channels across retail and 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 ownership and F&G’s subsequent rating upgrades in mid-2020, we launched into banks and broker dealers and are now distributing through 17 partners.

Further, in 2021, we launched two institutional channels to originate funding agreement-backed notes (“FABN”) and PRT transactions.

The FABN program offers funding agreements to institutional clients by means of capital markets transactions through investment banks.

The PRT solutions business was launched by building an experienced team and then working 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 Inc.

("Blackstone").

Proven track record of managing net investment spread and flagship product expertise.

We have a long track record of consistently managing net investment spread to achieve or exceed targeted lifetime returns.

Our flagship fixed indexed annuities ("FIA") product allows for active management, and our disciplined approach to pricing our business has resulted in strong and stable net investment spread, even during periods of economic turmoil.

Our team of product developers has a history of innovation and collaboration in developing our flagship FIA products.

Our customers value FIAs, which provide a portion of the gains of an underlying market index, while also providing principal protection.

We believe this mix of “some upside but limited downside” fills the need for middle-income Americans who must save for retirement but want to limit the risk of decline in their savings.

Investment management expertise.

Investment management capabilities and expertise.

We believe our investment portfolio is well matched to our liabilities and well diversified across a range of high-quality asset classes.

Our active management strategy leverages the expertise of Blackstone Insurance Solutions to provide a competitive advantage through sourcing investment grade, proprietary private debt and allowing F&G to leverage the breadth and depth of Blackstone’s credit platforms and analysts.

Proven track record of managing net investment spread.

We have a long track record of consistently managing net investment spread to achieve or exceed targeted lifetime returns.

Our flagship fixed indexed annuity product allows for active management, and our disciplined approach to pricing our business has resulted in strong and stable net investment spread, even during periods of economic turmoil.

Our active management strategy leverages the expertise of Blackstone to provide a competitive advantage through sourcing investment grade, proprietary private debt and allowing F&G to leverage the breadth and depth of Blackstone’s credit platforms and analysts.

Efficient and scalable administrative model.

Our third-party administration model provides for scalable, cost-efficient, and nimble operations.

We believe that the F&G segment’s competitive strengths position us well to grow the F&G segment.

We believe that our competitive strengths position us well to grow the F&G segment.

Our strategy in the Title segment is to maximize operating profits by increasing our market share and managing operating expenses throughout the real estate business cycle.

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In our largest markets, we operate multiple brands.

This approach

allows us to continue to attract customers who identify with a particular brand and allows us to utilize a broader base of local agents and local operations than we would have with a single consolidated brand.

This approach allows us to continue to attract customers who identify with a particular brand and allows us to utilize a broader base of local agents and local operations than we would have with a single consolidated brand.

• Consistently deliver superior customer service.

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In connection with our service offerings, we are continuing to deploy new information system technologies to our direct and agency operations.

We expect to improve the process of ordering title and escrow services and improve the delivery of our products to our customers.

We expect to continue to improve the process of ordering title and escrow services and the delivery of our products to our customers.

• Maintain values supporting our strategy.

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This continual focus on our cost structure helps us to better maintain our operating margins.

Our strategy within our F&G segment is to seek to deliver profitable growth for our shareholders through a number of strategic pillars.

• Serve the growing retirement market needs by collaborating with our existing and new distribution partners to deliver peace of mind solutions.

Through a diversified growth strategy, our F&G segment seeks to deliver consistent and increasing earnings driven by asset growth.

To accomplish our goals, we intend to do the following:

• Serve the growing needs of the retirement markets by collaborating with our distribution partners to deliver peace of mind solutions.

We believe the demand for retirement and principal protection products will continue to grow.

We offer valuable products and capabilities tailored to serve this growing demographic need.

• Strengthen our foundation.

With our process rigor, we pay close attention to market and profitability trends and fine-tune our actions throughout the year.

By partnering with Blackstone Insurance Solutions, our F&G segment is able to source the breadth and volume of assets that enable us to offer competitive products while we optimize our risk-adjusted returns.

Our new and existing distribution partners strategically align with a diverse and growing demographic in both our retail and institutional channels.

• Enhance the F&G experience.

With products that provide downside protection coupled with opportunity for market upside, we are focused on giving our policyholders peace of mind.

We partner with agents who help their clients select the best products for their individual needs.

Our customer care professionals provide personalized support, and we offer self-serve options through our digital platforms.

• Focus on bottom-line, profit-oriented objectives.

In both our organic and inorganic growth plans as a writer and as a reinsurer, our F&G segment focuses on markets and products where we can achieve targeted profit margins.

We work closely with agents and other partners who help their clients select the best products for their individual needs.

Our customer care professionals provide

personalized support, and we offer self-serve options through our digital platforms.

Our culture embodies values that drive employee retention and engagement, to best serve all aspects of the product lifecycle.

• Continue to modernize and scale our business capabilities.

We participate in a regulated industry that is subject to dynamic competition and evolving industry standards.

We believe that our future success will depend in part on our ability to anticipate industry changes and offer products and services that meet evolving industry standards.

In connection with our service offerings, we continue to deploy new information system technologies to enhance capabilities and provide the infrastructure to successfully grow our business.

Additionally, we benefit from Blackstone's asset origination capabilities and expertise which enhances investment yield while maintaining credit quality, broadens our asset diversification and ensures asset and liability cash flows are well matched.

Acquisitions, Dispositions, Minority Owned Operating Subsidiaries and Financings

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We have made a number of acquisitions and dispositions over the past several years to strengthen and expand our service offerings and customer base in our various businesses, to expand into other businesses or where we otherwise saw value, and to monetize investments in assets and businesses.

On June 1, 2020, we completed our acquisition of F&G for approximately $2.7 billion pursuant to the Agreement and Plan of Merger, dated February 7, 2020, as amended (the "Merger Agreement").

For further discussion of the acquisition of F&G, refer to Note B Acquisitions included in Item 8 of Part II of this Annual Report on Form 10-K (this "Annual Report"), which is incorporated by reference into this Item 1 of Part I.

Refer to discussion under Selected Financial Dat a included in Item 6 of Part II of this Annual Report on Form 10-K (this "Annual Report"), which is incorporated by reference into this Item 1 of Part I, for further discussion of material dispositions of businesses.

Intellectual Property

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Generally, revenues from title insurance policies are directly correlated with the value of the property underlying the title policy, and appreciation or depreciation in the overall value of the real estate market are major factors in total industry revenues.

Industry revenues are also driven by factors affecting the volume of real estate closings, such

as the state of the economy, the availability of mortgage funding, and changes in interest rates, which affect demand for new mortgage loans and refinancing transactions.

Industry revenues are also driven by factors affecting the volume of real estate closings, such as the state of the economy, the availability of mortgage funding, and changes in interest rates, which affect demand for new mortgage loans and refinancing transactions.

title insurance industry is concentrated among a handful of industry participants.

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Where the policy is issued through an independent agent, the agent generally performs the title search (in some areas searches are performed by approved attorneys), examines the title, collects the premium and retains a majority of the premium.

The remainder of the premium is remitted to the title insurance company as compensation, part of which is for bearing the risk of loss in the event a claim is made under the policy.

The remainder of the premium is remitted to the title insurance company as compensation, part of which is for bearing the risk of loss in the event a claim is made under the

The percentage of the premium retained by an agent varies from region to region and is sometimes regulated by the states.

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• additional sources of income through escrow and closing services.

We have approximately 1,300 offices throughout the U.S.

We have approxima tely 1,300 o ffices throughout the U.S.

primarily providing residential real estate title insurance.

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We also conduct periodic audits of our agents and strategically manage the number of agents with which we transact business in an effort to reduce future expenses and manage risks.

As of December 31, 2020, we transact business with approximatel y 5,400 agents.

As of December 31, 2021, we transact business with approximat ely 5,400 ag ents.

Fees and Premiums.

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The escrow and other services provided by us include all of those typically required in connection with residential and commercial real estate purchases and refinance activities.

Escrow, title-related and other fees included in our Title segment represented approximately 29.7%, 28.9%, and 30.6% of total Title segment revenues in 2020 , 2019 , and 2018 , respectively.

Escrow, title-related and other fees included in our Title segment represented approximatel y 28.1%, 29.7%, and 28.9% of total Title segment revenues in 2021 , 2020 , and 2019 , respectively.

Sales and Marketing.

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Due to the magnitude of the investment portfolio in relation to our claims loss reserves, durations of investments are not specifically matched to the cash outflows required to pay claims.

As of December 31, 2020 and 2019 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as $3.7 billion and $4.3 billion, respectively.

As of December 31, 2021 and 2020 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.7 billion.

We purchase investment grade fixed maturity securities, selected non-investment grade fixed maturity securities, preferred stock and equity securities.

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Lower 205 8.7 206 8.6 147 6.3 151 6.1

83 3.5 94 3.8 204 8.2 204 8.1

$ 2,342 100.0 % $ 2,465 100.0 % $ 2,473 100.0 % $ 2,532 100.0 %

Other (2) 72 3.1 77 3.2 83 3.5 94 3.8

$ 2,353 100.0 % $ 2,401 100.0 % $ 2,342 100.0 % $ 2,465 100.0 %

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At December 31, 2021 and 2020 , we held $136 million and $138 million, respectively, in investments that are accounted for using the equity method of accounting.

As of December 31, 2020 and 2019 , other long-term investments were $33 million and $ 153 million, respectively.

As of December 31, 2021 and 2020 , other long-term investments wer e $91 million and $33 million, respectively.

Other long-term investments include other investments carried at fair value and company-owned life insurance policies carried at cash surrender value.

Short-term investments, which consist primarily of commercial paper and money market instruments that have an original maturity of one year or less, are carried at amortized cost, which approximates fair value.

As of December 31, 2020 and 2019 , short-term investments amounted to $312 million and $ 876 million, respectively.

As of December 31, 2021 and 2020 , short-term investments amounted to $118 million a nd $312 million, respectively.

Our investment results for the years ended December 31, 2021 , 2020 and 2019 were as follows:

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Effective return on average invested assets 2.9 % 4.1 % 5.5 %

______________________________________

(1) Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments and to exclude interest earned on cash and cash equivalents.

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See Note E Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a detail of our interest income.

Through our wholly-owned subsidiary, F&G, and its wholly-owned insurance subsidiaries, we market a variety of fixed annuity and life insurance products.

Through our wholly-owned subsidiary, F&G, and its wholly-owned insurance subsidiaries, we market a broad portfolio of deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements and pension risk transfer solutions.

For more than 60 years, F&G has helped middle-income Americans prepare for retirement and for their loved ones' financial security.

We partner with leading independent marketing organizations ("IMO") and their agents to serve the needs of the middle-income market and develop competitive products to align with their evolving needs.

During 2020, F&G entered the bank and broker dealer distribution channel to connect with even more customers.

We partner with leading IMOs and their agents to serve the needs of the middle-income market and develop competitive products to align with their evolving needs.

During 2020, F&G entered into the bank and broker dealer distribution channels to connect with even more customers.

As of December 31, 2021, F&G has approximately 576,000 policyholders who count on the safety and protection features our fixed annuity and life insurance products provide.

Through the efforts of F&G's 447 employees, most of whom are located in Des Moines, IA, and through a network of approximately 200 IMOs representing approximately 44,000 independent agents, and through leading independent broker dealers and banks, we offer various types of fixed annuities and life insurance products.

Through the efforts of F&G's approximately 600 employees, most of whom are located in Des Moines, Iowa, and through a network of approximately 240 IMOs and 17 leading banks and independent broker dealers, representing approximately 63,000 independent agents and advisers, we offer various types of fixed annuities and life insurance products.

Our fixed annuities serve as a retirement and savings tool for which our customers rely on principal protection and predictable income streams.

In addition, our indexed universal life ("IUL") insurance products provide our customers with a complementary product that allows them to build on their savings and provide a payment to their designated beneficiaries upon the policyholder’s death.

Our most popular products are fixed indexed annuities (“FIAs”) that tie contractual returns to specific market indices, such as the S&P 500 Index.

In addition, our IUL insurance products provide our customers with a complementary product that allows them to build on their savings and provide a payment to their designated beneficiaries upon the policyholder’s death.

Our most popular products are FIAs that tie contractual returns to specific market indices, such as the S&P 500 Index.

Our customers value our FIAs, which provide a portion of the gains of an underlying market index, while also providing principal protection.

We believe this mix of “some upside but limited downside” fills the need for middle-income Americans who must save for retirement but who want to limit the risk of decline in their savings.

For the period from June 1, 2020 through December 31, 2020, FIAs generated approximately 69% of our total sales.

The remaining 31% of sales were primarily generated from fixed rate annuity sales during the year.

We invest the annuity premiums primarily in fixed income securities, options and futures that hedge our risk and replicate the market index returns to our policyholders.

For the year ended December 31, 2021, FIAs generated approximately 45% of our total sales.

The remaining 55% of sales were primarily generated from funding agreements (24%), fixed rate annuities (18%), PRT sales (12%) and IUL (1%) during the year.

We invest the proceeds primarily in fixed income securities, options and futures that hedge the index credit of our FIA and IUL liabilities by replicating the market index returns to our policyholders.

We invest predominantly in call options on the S&P 500 Index.

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In addition, our annuity contracts generally either cannot be surrendered or include surrender charges that discourage early redemptions.

F&G's experience designing and developing annuities and life insurance products will allow us to continue to introduce innovative products and solutions designed to meet customers’ changing needs.

We work hand-in-hand with our distributors to devise the most suitable product solutions for the ever-changing market.

We believe that, on a practical basis, we have a unique understanding of the safety, accumulation, protection, and income needs of middle-income Americans.

Through F&G's insurance subsidiaries, we issue a broad portfolio of deferred annuities (fixed indexed and fixed rate annuities) and immediate annuities.

Product and Market Expertise .

F&G's expertise in annuities, life insurance, funding agreements, PRT solutions and other products will allow us to continue to introduce innovative products and solutions designed to meet customers’ changing needs.

We work hand-in-hand with our distributors and institutional advisors to devise the most suitable solutions for the ever-changing market.

Through F&G's insurance subsidiaries, we issue a broad portfolio of deferred annuities (FIA and fixed rate annuities) and immediate annuities.

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.

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All FIA products allow policyholders to allocate funds once a year among several different crediting strategies, including one or more index-based strategies and a traditional fixed rate strategy.

High surrender charges apply for early withdrawal, typically for seven to fourteen years after purchase.

High surrender charges apply for early withdrawal, typically from seven to fourteen years after purchase.

The contractholder account value of a FIA contract is equal to the sum of deposits paid, premium bonuses, if any, (described below), and index credits based on the change in the relevant market index (subject to a cap, spread and/or a participation rate) less any fees for riders and any withdrawals taken to-date.

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As this fee is fixed, the contractholder may lose principal if the index credits received do not exceed the amount of such fee.

Approximately 46% of the FIA sales for the period from June 1, 2020 through December 31, 2020 involved “premium bonuses” or vesting bonuses.

Approximately 33% of the FIA sales for the year ended December 31, 2021 involved “premium bonuses” or vesting bonuses.

Premium bonuses increase the initial annuity deposit by a specified rate of 2% to 3%.

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We made compensating adjustments in the commission paid to the agent or the surrender charges on the policy to offset the premium bonus.

Approximately 44% of our FIA contracts were issued with a guaranteed minimum withdrawal benefit (“GMWB”) rider for the period from June 1, 2020 through December 31, 2020.

Approximately 33% of our FIA contracts were issued with a guaranteed minimum withdrawal benefit (“GMWB”) rider for the year ended December 31, 2021.

With this rider, a contract owner can elect to receive guaranteed payments for life from the FIA contract without requiring the owner to annuitize the FIA contract value.

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Nasdaq — 1 — 1

Balanced ETF — 5 — 5

Gold 51 100 37 188

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Account value (gross) $ 352 $ 1,688 $ 2,219 $ 413 $ 4 $ 4,676

As of December 31, 2020, the MYGA expiring guaranty account values, net of reinsurance, by year were as follows (in millions):

As of December 31, 2021, the fixed rate annuity expiring guaranty account values, net of reinsurance, by year were as follows (in millions):

Year of expiry:

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Withdrawal Options for Deferred Annuities .

After the first year following the issuance of a deferred annuity policy, holders of deferred annuities are typically permitted penalty-free withdrawals up to 10% of the prior year’s value, subject to certain limitations.

After the first year following the issuance of a deferred annuity policy, holders of deferred annuities are typically permitted penalty-free withdrawals up to a contractually specified amount.

The penalty-free withdrawal amount is typically 10% of the prior year account value for FIAs, and is typically up to accumulated interest for fixed rate annuities, subject to certain restrictions.

Withdrawals in excess of allowable penalty-free amounts are assessed a surrender charge if such withdrawals are made during the penalty period of the deferred annuity policy.

The penalty period typically ranges from seven to fourteen years for FIAs and three to ten years for fixed rate annuities.

This surrender charge initially ranges from 0% to 15% of the contract value for FIAs and 0% to 10% of the contract value for fixed rate annuities and generally decreases by approximately one to two percentage points per year during the penalty period.

This surrender charge initially ranges from 8% to 15% of the contract value for FIAs and is 9% of the contract value for fixed rate annuities and generally decreases by approximately one to two percentage points per year during the penalty period.

The average surrender charge is 8% for our FIAs and 7% for our fixed rate annuities as of December 31, 2021.

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SPIAs are often purchased by persons at or near retirement age who desire a steady stream of payments over a future period of years.

The following table presents the deposits (also known as “sales”) on annuity policies issued for the period from June 1, 2020 through December 31, 2020 as well as reserves required by U.S.

The following table presents the deposits on annuity policies issued for the year ended December 31, 2021 and the seven months ended December 31, 2020 as well as reserves required by U.S.

generally accepted accounting principles (“U.S.

GAAP”) for all policies in force for the period presented:

Period from June 1 to December 31, 2020

GAAP”) for all policies in force as of December 31, 2021 and 2020:

Year Ended December 31, 2021 Seven Months Ended December 31, 2020

Policies U.S.

Products (net of reinsurance) (In millions)

Reserves Deposits on

Policies U.S.

Products (net of reinsurance) (In millions) (In millions)

Fixed indexed annuities $ 4,420 $ 23,370 $ 1,966 $ 20,239

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$ 56 $ 6 $ 108 $ 341 $ 166 $ 677

Funding Agreements.

In June 2021, we established a FABN program, pursuant to which Fidelity & Guaranty Life Insurance Company (“FGL Insurance”) may issue funding agreements to a special purpose statutory trust for spread lending purposes.

The maximum aggregate principal amount permitted to be outstanding at any one time under the FABN Program is currently $5.0 billion.

As of December 31, 2021, we had approximately $1.9 billion outstanding under the FABN program.

In January 2022, we issued an additional $0.4 billion funding agreement.

We also issue funding agreements through the Federal Home Loan Bank of Atlanta ("FHLB").

Pension Risk Transfer.

In July 2021, we entered the pension risk transfer market, pursuant to which FGL Insurance and Fidelity & Guaranty Life Insurance Company of New York (“FGL NY Insurance”) may issue group annuity contracts to discharge pension plan liabilities from a pension plan sponsor.

As of December 31, 2021, we closed pension risk transfer transactions that represent pension obligations of $1.1 billion.

Distribution .

We distribute our products through three main channels of distribution:

independent agents, bank, and broker dealers.

In our independent agent channel, the sale of our products typically occurs as part of a four-party, three stage sales process between Fidelity & Guaranty Life Insurance Company (“FGL Insurance”), an IMO, the agent and the customer.

We distribute our annuity and life insurance products through three main channels of distribution:

independent agents, banks, and broker dealers.

In our independent agent channel, the sale of our products typically occurs as part of a four-party, three stage sales process between FGL Insurance, an IMO, the agent and the customer.

FGL Insurance designs, manufactures, issues, and services the product.

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The agent may get customer leads from the IMOs.

The agent conducts a fact find and presents suitable product choices to the customers.

The agent conducts a fact finding and presents suitable product choices to the customers.

We monitor the business issued by each distribution partner for pricing metrics, mortality, persistency, as well as market conduct and suitability.

We offer our products through a network of approximately 240 IMOs, representing approximately 56,000 agents.

We identify "Power Partners" as those we believe have the ability to generate significant production for our F&G business.

We identify "Power Partners" as those who have demonstrated the ability to generate significant production for our F&G business.

We currently have 26 Power Partners, comprised of 16 annuity IMOs and 10 life insurance IMOs.

During the period from June 1, 2020 to December 31, 2020, these Power Partners accounted for approximately 88% of our sales volume.

During the year ended December 31, 2021, these Power Partners accounted for approximately 93% of our sales volume within the IMO channel.

We believe that our relationships with these IMOs are strong.

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We intend to continue to involve Power Partners in the development of our products in the future.

In 2020, we launched a new set of fixed and indexed annuity products to be distributed specifically to banks and broker dealers, and gained selling agreements with some of the largest banks and broker dealers in the United States.

The financial advisers at our bank and broker dealer partners are able to offer their clients guaranteed rates of return, protected growth, and

income for life through our Secure series of annuity products.

We took a similar approach in launching products as a new entrant into the bank and broker dealer channels by partnering with one of the largest broker dealers in the industry.

In 2020, F&G launched a set of fixed rate annuity and FIA products to banks and broker dealers, and gained selling agreements with some of the largest banks and broker dealers in the United States.

We offer our products through a network of approximately 17 banks and broker dealers, representing approximately 7,000 financial advisers.

The financial advisers at our bank and broker dealer partners are able to offer their clients guaranteed rates of return, protected growth, and income for life through our Secure series of annuity products.

We employ a hybrid distribution model in this channel, whereby some financial institutions partner directly with F&G and our sales team, and others work with an intermediary.

As such, we partner with a select number of IMOs who have expertise in the channel and maintain the appropriate field wholesaling forces to be successful in this channel.

The top five states for the distribution of FGL Insurance’s products in the period from June 1, 2020 to December 31, 2020 were California, Texas, Florida, Arizona and New Jersey, which together accounted for 41% of FGL Insurance’s premiums.

As such, we partner with a select number of financial institution intermediaries who have expertise in the channel and maintain the appropriate field wholesaling forces to be successful in this channel.

In 2021, the top 5 firms represented 98% of channel sales.

The first full year of sales in banks and broker dealers represented almost 29% of annuity sales in a year that marked record sales for F&G.

The top five states for the distribution of FGL Insurance’s products in the year ended December 31, 2021 were California, Florida, Texas, New Jersey and Ohio, which together accounted for 38% of FGL Insurance’s premiums.

In addition, beginning in 2021, our institutional business offers funding agreement products to institutional clients by means of capital markets transactions through investment banks.

Funding agreements are also executed through the FHLB.

In 2021, we also entered the PRT solutions business by building an experienced team and then working with brokers and institutional consultants for distribution.

These institutional solutions leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone.

Within our F&G segment, we embrace a long-term conservative investment philosophy, investing nearly all the insurance premiums we receive in a wide range of fixed income interest-bearing securities.

FGL Insurance, and certain subsidiaries of the F&G, entered into investment management agreements (“IMAs”) with Blackstone ISG-I Advisors LLC (“BISGA”), a wholly-owned subsidiary of Blackstone on December 1, 2017.

On December 31, 2019, effective as of October 31, 2019, FGL Insurance and certain subsidiaries of the F&G entered into amended and restated IMAs (the “Restated IMAs”) with BISGA, pursuant to which BISGA was appointed as investment manager of the F&G’s general accounts (the “F&G Accounts”).

Pursuant to the terms of the IMAs, BISGA may delegate any or all of its discretionary investment, advisory and other rights, powers, functions and obligations under the IMAs to one or more sub-managers, including its affiliates.

Pursuant to the Restated IMAs, BISGA delegated certain investment services to its affiliates, Blackstone Real Estate Special Situations Advisors L.L.C.

(“BRESSA”) and GSO Capital Advisors II LLC (“GSO Capital Advisors”), pursuant to sub-management agreements executed between BISGA and each of BRESSA and GSO Capital Advisors.

Additionally, three other subsidiaries of F&G entered into Investment Management Agreements with BISGA on substantially the same terms as the FGL Insurance IMA (the “Additional Investment Management Agreements” and collectively with the FGL Insurance IMA, the “Investment Management Agreements”).

FGL Insurance, and certain subsidiaries of F&G, entered into investment management agreements (“IMAs”) with Blackstone ISG-I Advisors LLC (“BISGA”), pursuant to which BISGA was appointed as investment manager of F&G’s general accounts (the “F&G Accounts”).

BISGA delegated certain investment services to its affiliates, Blackstone Real Estate Special Situations Advisors L.L.C.

and GSO Capital Advisors II LLC, pursuant to separate sub-management agreements executed between BISGA and each affiliate.

Additionally, three other subsidiaries of F&G entered into IMAs with BISGA on substantially the same terms as the FGL Insurance IMA.

BISGA manages the bulk of the investment portfolio.

For certain asset classes, we utilize experienced third party companies.

As of December 31, 2020, 86% of our $29 billion investment portfolio was managed by Blackstone, with 13% managed by other third parties, and the remaining 1% internally managed.

As of December 31, 2021, 93% of our $37 billion investment portfolio was managed by BISGA, with 6% managed by other third parties, and the remaining 1% internally managed.

BISGA appointed MVB Management, an entity owned by affiliates of our Chairman, as Sub-Adviser of the FGL Account pursuant to a sub-advisory agreement (the “Sub-Advisory Agreement”).

Under the Sub-Advisory Agreement, MVB Management will provide investment advisory services, portfolio review, and consultation with regard to the FGL Account (and the accounts of the other F&G subsidiaries party to Investment Management Agreements) and the asset classes and markets contemplated by the investment guidelines specified in the agreement, including such recommendations as the Investment Manager shall reasonably request.

Payment or reimbursement of the subadvisory fee to MVB Management is solely the obligation of BISGA and is not an obligation of FGL Insurance or F&G.

Under the Sub-Advisory Agreement, MVB Management will provide portfolio review, and consulting services, including such recommendations as the Investment Manager shall reasonably request.

Payment or reimbursement of the sub-advisory fee to MVB Management is solely the obligation of BISGA and is not an obligation of FGL Insurance or F&G.

Subject to certain conditions, the Sub-Advisory Agreement cannot be terminated by BISGA unless FGL Insurance terminates the FGL Insurance IMA.

F&G and certain subsidiaries entered into amended and restated Investment Management Agreements with BISGA on December 31, 2019, to be effective as of October 1, 2019, pursuant to which BISGA was appointed as investment manager of the F&G’s general accounts (the “F&G Accounts”).

The IMAs amend and restate investment management agreements entered into between November 2017 and March 2018 (the “Restated IMAs”).

BISGA delegated certain investment services to its affiliates, BRESSA and GSO Capital Advisors, pursuant to sub-management agreements executed between BISGA and each of BRESSA and GSO Capital Advisors.

Our investment strategy is designed to (i) achieve strong absolute returns, (ii) provide consistent yield and investment income, and (iii) preserve capital.

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Additionally, we define risk tolerance across a wide range of factors, including credit risk, liquidity risk, concentration (issuer and sector) risk, and caps on specific asset classes, which in turn establish conservative risk thresholds.

Our investment portfolio consists of high quality fixed maturities, including publicly issued and privately issued corporate bonds, municipal and other government bonds, asset-backed securities ("ABS"), residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS"), commercial mortgage loans ("CMLs"), residential mortgage loans, limited partnership investments, and fund investments.

Our investment portfolio consists of high quality fixed maturities, including publicly issued and privately issued corporate bonds, municipal and other government bonds, asset-backed securities ("ABS"), residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS"), commercial mortgage loans ("CMLs"), residential mortgage loans ("RMLs"), limited partnership investments, and fund investments.

We also maintain holdings in floating rate, and less rate-sensitive investments, including senior tranches of collateralized loan obligations (“CLOs”), non-agency RMBS, and various types of ABS.

It is our expectation that our investment portfolio will broaden in scope and diversity to include other asset classes held by life and annuity insurance writers.

We also have a small amount of equity holdings through our funding arrangement with the Federal Home Loan Bank of Atlanta.

We also have a small amount of equity holdings required as part of our funding arrangements with the FHLB.

Over the last year, we continued to work with BISGA and the other third party asset managers to broaden the portfolio’s exposure to include United States dollar ("USD") denominated emerging market bonds, highly rated preferred stocks and hybrids, and structured securities including ABS.

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liability duration of 7.2 years);

• a large exposure to less rate-sensitive assets (25% of invested assets).

• an exposure to less rate-sensitive assets of 27% of invested assets which is made up of 17% being floating rate assets and 10% being non-floating rate assets with duration of less than 6 months.

For further discussion of portfolio activity, see Item 7 of Part II of this Annual Report, under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Investment Portfolio.

Our FIA contracts permit the holder to elect to receive a return based on an interest rate or the performance of a market index, most typically the S&P 500 Index.

We purchase derivatives consisting predominantly of call options and, to a lesser degree, futures contracts on the equity indices underlying the applicable policy.

These derivatives are used to fund the index credits due to policyholders under the FIA contracts based upon policyholders' contract elections.

The majority of all such call options are one-year options purchased to match the funding requirements underlying the FIA contracts.

On the anniversary dates of the FIA contracts, the market index used to compute the annual index credit under the FIA contract is reset.

At such time, we purchase new one-, two-, three-, or five-year call options to fund the next index credit.

We manage the cost of these purchases through the terms of our FIA contracts, which permit us to change caps or participation rates, subject to certain guaranteed minimums on each contracts anniversary date.

The change in the fair value of the call options and futures contracts is generally designed to offset the equity market related change in the fair value of the FIA contract’s related reserve liability.

Our FIA and IUL contracts permit the holder to elect to receive a return based on an interest rate or the performance of a market index, most typically the S&P 500 Index.

We purchase derivatives consisting predominantly of call options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy.

These derivatives are used to fund the index credits due to policyholders under the FIA and IUL contracts based upon policyholders' contract elections.

The majority of all such call options are one-year options purchased to match the funding requirements underlying the FIA/IUL contracts.

On the anniversary dates of the FIA/IUL contracts, the market index used to compute the annual index credit under the contracts is reset.

At such time, we purchase new call options to fund the next index credit.

We manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps or

participation rates, subject to certain guaranteed minimums on each contracts anniversary date.

The change in the fair value of the call options and futures contracts is generally designed to offset the equity market related change in the fair value of the FIA/IUL contract’s related reserve liability.

The call options and futures contracts are marked to fair value with the change in fair value included as a component of "Net investment gains (losses)".

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• information technology development and maintenance;

• valuation of reinsurance liabilities held at fair value;

• investment accounting and custody;

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Best Company ("A.M.

Best"), Fitch Ratings ("Fitch"), Moody’s Investors Service ("Moody's") and S&P Global Ratings ("S&P") had issued credit ratings, financial strength ratings and/or outlook statements regarding us, as listed below.

Best"), Fitch Ratings ("Fitch"), Moody's, and S&P had issued credit ratings, financial strength ratings and/or outlook statements regarding us, as listed below.

Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness.

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Generally, rating agencies base their financial strength ratings upon information furnished to them by the insurer and upon their own investigations, studies and assumptions.

Financial strength ratings are based upon factors of concern to policyholders, agents and intermediaries and are

not directed toward the protection of investors.

Financial strength ratings are based upon factors of concern to policyholders, agents and intermediaries and are not directed toward the protection of investors.

Credit and financial strength ratings are not recommendations to buy, sell or hold securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

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The rating organizations may take various actions, positive or negative.

Such actions are beyond the Company's control and the Company cannot predict what these actions may be and the timing thereof.

Such actions are beyond our control and we cannot predict what these actions may be and the timing thereof.

Best S&P Fitch Moody's

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F&G Annuities & Life, Inc.

(formerly known as FGL Holdings)

Issuer Credit / Default Rating Not Rated BBB- BBB Ba2

Outlook Stable Stable Stable

Outlook Stable Stable Positive

CF Bermuda Holdings Limited

Issuer Credit / Default Rating Not Rated BBB- BBB Ba1

Outlook Stable Stable Stable

Outlook Stable Stable Positive

Fidelity & Guaranty Life Holdings, Inc.

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Financial Strength Rating A- A- A- Baa1

Outlook Stable Stable Stable Stable

Outlook Stable Stable Stable Positive

Fidelity & Guaranty Life Insurance Company of New York

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Financial Strength Rating Not Rated A- A- Baa1

Outlook Stable Stable Stable

Outlook Stable Stable Positive

F&G Cayman Re Ltd

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F&G is required to maintain minimum ratings as a matter of routine practice as part of its over-the-counter derivatives agreements on ISDA forms.

Under some ISDA agreements, the Company has agreed to maintain certain financial strength ratings.

Under some ISDA agreements, we have agreed to maintain certain financial strength ratings.

Please refer to Note F .

Derivative Financial Instruments" to our audited Consolidated Financial Statements for disclosure around the Company's requirement to maintain minimum ratings.

Derivative Financial Instruments to our audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for disclosure around the Company's requirement to maintain minimum ratings.

If the insurance subsidiaries held net short positions against a counterparty, and the subsidiaries’ financial strength ratings were below the levels required in the ISDA agreement with the counterparty, the counterparty would demand immediate further collateralization, which could negatively impact overall liquidity.

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therefore, there is currently no potential exposure for us to post collateral.

A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products, as potential customers may select

companies with higher financial strength ratings.

A downgrade of the financial strength rating could also impact the Company's borrowing costs.

A downgrade of the financial strength rating could also impact our borrowing costs.

Risk Management.

Risk management is a critical part of our business.

We seek to assess risk to our business through a formalized process involving (i) identifying short-term and long-term strategic and operational objectives, (ii) development of risk appetite statements that establish what the company is willing to accept in terms of risks to achieving its goals and objectives, (iii) identifying the levers that control the risk appetite of the company, (iv) establishing the overall limits of risk acceptable for a given risk driver, (v) establishing operational risk limits that are aligned with the tolerances, (vi) assigning risk limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.

limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.

The responsibility for monitoring, evaluating and responding to risk is assigned first to our management and employees, second to those occupying specialist functions, such as legal compliance and risk teams, and third to those occupying supervisory functions, such as internal audit and the board of directors.

Within our F&G business, we both cede reinsurance and assume reinsurance from other insurance companies.

Within our F&G segment, we cede insurance to other insurance companies.

We use reinsurance to diversify risks and earnings, to manage loss exposures, to enhance our capital position, and to manage new business volume.

The effects of certain reinsurance agreements are not accounted for as reinsurance as they do not transfer the risks of the reinsured policies.

The effects of certain reinsurance agreements are not accounted for as reinsurance as they do not reinsure insurance contracts or they do not transfer the risks of the reinsured policies.

In instances where we are the ceding company, we pay a premium to a reinsurer in exchange for the reinsurer assuming a portion of our liabilities under the policies we issued and collect expense allowances in return for our administration of the ceded policies.

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We collect reimbursement from our reinsurers when we pay claims on policies that are reinsured.

In instances where we assume reinsurance from another insurance company, we accept, in exchange for a reinsurance premium, a portion of the liabilities of the other insurance company under the policies that the ceding company has issued to its policyholders.

We monitor the credit risk related to the ability of our reinsurers to honor their obligations under various agreements.

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Wilton RE Transaction.

Pursuant to the agreed upon terms, Wilton Re has reinsured a 100% quota share of certain FGL Insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX, as well as another block of FGL Insurance’s in-force traditional, universal life and IUL insurance policies.

The effects of this agreement are accounted for as reinsurance as it satisfies the risk transfer requirements for GAAP.

Pursuant to the agreed upon terms, Wilton Re purchased through a 100% quota share reinsurance agreement certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX, as well as another block of FGL Insurance’s in-force traditional, universal life and IUL insurance policies.

The effects of this agreement are accounted for as reinsurance as the ceded policies qualify as insurance products and because the agreement satisfies the risk transfer requirements for GAAP.

Hannover Reinsurance Transaction .

FGL Insurance has a reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd.

("Hannover Re"), an unaffiliated reinsurer, to reinsure an in-force block of its FIA and fixed deferred annuity contracts with Guaranteed Minimum Withdraw Benefit (“GMWB”) and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.

In accordance with the terms of this agreement, the Company cedes 70% net retention of secondary guarantee payments in excess of account value for GMWB and GMDB guarantees.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP, and deposit accounting is applied.

("Hannover Re"), an unaffiliated reinsurer, to reinsure an in-force block of its FIA and fixed deferred annuity contracts with GMWB and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.

In accordance with the terms of this agreement, we cede 70% net retention of secondary guarantee payments in excess of account value for GMWB and GMDB guarantees.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

therefore, deposit accounting is applied.

Canada Life Transaction .

Effective May 1, 2020, FGL Insurance entered into an indemnity reinsurance agreement with Canada Life Assurance Company United States Branch, a third party reinsurer, to reinsure FIA policies with guaranteed minimum withdrawal benefits ("GMWB").

Effective May 1, 2020, FGL Insurance entered into an indemnity reinsurance agreement with Canada Life Assurance Company United States Branch, a third-party reinsurer, to reinsure FIA policies with GMWB.

In accordance with the terms of this agreement, FGL Insurance cedes a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP, since it is not “reasonably possible” that the reinsurer may realize significant loss from assuming the insurance risk.

The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;

therefore, deposit accounting is applied.

Kubera Reinsurance Transactions.

FGL Insurance has a reinsurance agreement with Kubera Insurance (SAC) Ltd.

("Kubera"), an unaffiliated reinsurer, to cede certain MYGA and deferred annuity statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

As the policies ceded to Kubera are investment contracts, there is no

significant insurance risk present and therefore deposit accounting is applied.

The application of deposit accounting for this agreement, however, results in accounting for and presentation similar to other reinsurance agreements that apply reinsurance accounting.

FGL Insurance entered into a reinsurance agreement with Kubera Insurance (SAC) Ltd.

("Kubera"), an unaffiliated reinsurer, effective December 31, 2018, to cede certain MYGA and deferred annuity GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

Effective October 31, 2021, this agreement was novated from Kubera to Somerset, a certified third party reinsurer.

As the policies ceded to Somerset are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

The presentation of this agreement is similar to other reinsurance agreements that apply reinsurance accounting as discussed in further detail within Note O.

Reinsurance to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

FGL Insurance has a reinsurance agreement with Kubera to cede certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

In accordance with the terms of this agreement, FGL Insurance cedes an 80% and 90% quota share percentage of these annuity plans for issue years 2013 through 2014 and 2007 and prior, respectively.

As the policies ceded to Kubera are investment contracts, there is no significant insurance risk present and therefore deposit accounting is applied.

For financial statement presentation, we net the deposit asset with the funds withheld liability.

In accordance with the terms of this agreement, F&G cedes a quota share percentage of FIA policies for certain issue years to Kubera.

Effective October 31, 2021, this agreement was amended to increase the ceded reserves from approximately $4 billion to approximately $10 billion.

As the policies ceded to Kubera are

investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

Aspida Re Transaction.

FGL Insurance has a reinsurance agreement with Aspida Re, an unaffiliated reinsurer, to cede certain MYGA business, on a funds withheld coinsurance basis, net of applicable existing reinsurance.

As the policies ceded to Aspida Re are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.

The presentation of this agreement is similar to other reinsurance agreements that apply reinsurance accounting as discussed in further detail within Note O.

Reinsurance to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

The CARVM Facility.

Life insurance companies operating in the United States must calculate required reserves for life and annuity policies based on statutory principles.

These methodologies are governed by “Regulation XXX” (applicable to term life insurance policies), “Guideline AXXX” (applicable to universal life insurance policies with secondary guarantees) and the Commissioners Annuity Reserve Valuation Method, known as “CARVM” (applicable to annuities).

Under Regulation XXX, Guideline AXXX and CARVM, insurers are required to establish statutory reserves for such policies that exceed economic reserves.

The insurance division has adopted the methodology contained in the NAIC Valuation Manual (VM) as the prescribed methodology for the insurance industry.

The industry has reduced or eliminated redundancies thereby increasing capital using a variety of techniques including reserve facilities.

FGL Insurance has a yearly renewable term indemnity reinsurance agreement with Raven Reinsurance Company ("Raven Re"), a wholly-owned subsidiary of FGL Insurance (the “Raven Reinsurance Agreement”), pursuant to which FGL Insurance ceded a 100% quota share of its CARVM liability for annuity benefits where surrender charges are waived.

To collateralize its obligations under the Raven Reinsurance Agreement, Raven Re entered into a reimbursement agreement with Nomura Bank International plc (“NBI”), an affiliate of Nomura Securities International, Inc., and FGL (the “Reimbursement Agreement”) whereby a subsidiary of NBI issued trust notes and NBI issued a $295 million letter of credit that, in each case, were deposited into a reinsurance trust as collateral for Raven Re’s obligations under the Raven Reinsurance Agreement (the “NBI Facility”).

Pursuant to the NBI Facility, FGL Insurance takes full credit on its statutory financial statements for the CARVM reserve ceded to Raven Re.

The letter of credit facility was amended to reduce the available amount to $ 85 and extend the termination date to October 1, 2022, although the facility may terminate earlier, in accordance with the terms of the Reimbursement Agreement.

Under the terms of the reimbursement agreement, in the event the letter of credit is drawn upon, Raven Re is required to repay the amounts utilized, and FGLH is obligated to repay the amounts utilized if Raven Re fails to make the required reimbursement.

FGL Insurance has a reinsurance treaty with Raven Reinsurance Company ("Raven Re"), its wholly-owned captive reinsurance company, to cede the Commissioners Annuity Reserve Valuation Method (CARVM) liability for annuity benefits where surrender charges are waived.

In connection with the CARVM reinsurance agreement, FGL Insurance and Raven Re entered into an agreement with Nomura Bank International plc (“NBI”) to establish a reserve financing facility in the form of a letter of credit issued by NBI.

The financing facility has $85 million available to draw on as of December 31, 2021.

The facility may terminate earlier than the current termination date of October 1, 2022, in accordance with the terms of the Reimbursement Agreement.

Under the terms of the reimbursement agreement, in the event the letter of credit is drawn upon, Raven Re is required to repay the amounts utilized, and Fidelity & Guaranty Life Holdings, Inc.

("FGLH") is obligated to repay the amounts utilized if Raven Re fails to make the required reimbursement.

FGLH also is required to make capital contributions to Raven Re in the event that Raven Re’s statutory capital and surplus falls below certain defined levels.

As of December 31, 2020 Raven Re’s statutory capital and surplus was $ 29 in excess of the minimum level required under the Reimbursement Agreement.

F&G Life Re and F&G Cayman Re transactions.

Effective December 31, 2020, FGL Insurance executed a Coinsurance Agreement with F&G Life Re Ltd.

("Reinsurer"), an affiliated Bermuda reinsurer, to reinsure a quota share of FIA policies to F&G Life Re Ltd.

Concurrently, the Reinsurer and F&G Cayman Re Ltd., an affiliated reinsurer of both FGL Insurance and F&G Life Re Ltd., entered into a Retrocession Agreement.

The cession from FGL Insurance to the Reinsurer is on a 100% quota share basis, net of applicable existing reinsurance and the retrocession to F&G Cayman Re Ltd.

from the Reinsurer is on a 45% quota share basis.

Additionally, both treaties are maintained on a funds withheld basis.

FGL Insurance ceded and F&G Life Re Ltd retroceded approximately $5 billion and $2.2 billion, respectively, in certain FIA Statutory Reserves and Interest Maintenance Reserve.

All intercompany balances have been eliminated in the preparation of the accompanying consolidated financial statements.

However, these agreements have a material impact on the regulatory capital position of FGL Insurance and the effective tax rate of F&G.

Reinsurance” to the accompanying consolidated financial statements.

As of December 31, 2021 and December 31, 2020, Raven Re’s statutory capital and surplus was $62 million and $29 million, respectively, in excess of the minimum level required under the Reimbursement Agreement.

As this letter of credit is provided by an unaffiliated financial institution, Raven Re is permitted to carry the letter of credit as an admitted asset on the Raven Re statutory balance sheet.

Regulation - U.S.

FGL Insurance, Fidelity & Guaranty Life Insurance Company of New York (“FGL NY Insurance”) and Raven Re are subject to comprehensive regulation and supervision in their domiciles, Iowa, New York and Vermont, respectively, and in each state in which they do business.

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Those products are also substantially affected by federal and state tax laws.

For example, changes in tax law could reduce or eliminate the tax-deferred accumulation of earnings

on the deposits paid by the holders of annuities and life insurance products, which could make such products less attractive to potential purchasers.

For example, changes in tax law could reduce or eliminate the tax-deferred accumulation of earnings on the deposits paid by the holders of annuities and life insurance products, which could make such products less attractive to potential purchasers.

A shift away from life insurance and annuity products could reduce FGL Insurance’s and FGL NY Insurance’s income from the sale of such products, as well as the assets upon which FGL Insurance and FGL NY Insurance earn investment income.

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FGL Insurance, FGL NY Insurance and Raven Re prepare statutory financial statements in accordance with accounting practices and procedures prescribed or permitted by these departments.

The National Association of Insurance Commissioners ("NAIC") has approved a series of statutory accounting principles and various model regulations that have been adopted, in some cases with certain modifications, by all state insurance departments.

The NAIC has approved a series of statutory accounting principles and various model regulations that have been adopted, in some cases with certain modifications, by all state insurance departments.

These statutory principles are subject to ongoing change and modification.

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State insurance departments also have the authority to conduct examinations of non-domiciliary insurers that are licensed in their states.

The IID completed a routine examination of FGL Insurance for the five year period ending 2017, and found no material deficiencies and proposed no adjustments to the financial statements as filed.

The NYDFS completed a routine financial examination of FGL NY Insurance for the five year period ended December 31, 2017, and found no material deficiencies and proposed no adjustments to the financial statements as filed.

The Vermont Department of Financial Regulation has completed a routine financial examination of Raven Re for the five year period ending December 31, 2017, and found no material deficiencies and proposed no adjustments to the financial statements as filed.

The Iowa insurance law and the New York insurance law regulate the amount of dividends that may be paid in any year by FGL Insurance and FGL NY Insurance, respectively.

Pursuant to an order issued by the Iowa Commissioner on November

28, 2017, FGL Insurance shall not pay any dividend prior to November 28, 2020 without the prior approval of the Iowa Commissioner.

Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions without being required to obtain the prior consent of or the NYDFS.

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Dividends may only be paid out of statutory earned surplus.

In 2020, FGL Insurance paid ordinary dividends to F&G of $151.

In 2021, F&G's insurance subsidiaries will have the dividend capacity as set forth in this table:

(In millions)

FGL Insurance ordinary dividend capacity $ —

F&G Life Re dividend capacity 26

FSRC dividend capacity 4

F&G Cayman Re dividend capacity 13

Any payment of dividends by FGL Insurance is subject to the regulatory restrictions described above and the approval of such payment by the board of directors of FGL Insurance, which must consider various factors, including general economic and business conditions, tax considerations, FGL Insurance’s strategic plans, financial results and condition, FGL Insurance’s expansion plans, any contractual, legal or regulatory restrictions on the payment of dividends and its effect on RBC and such other factors the board of directors of FGL Insurance considers relevant.

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It is desirable to maintain an RBC ratio in excess of the minimum requirements in order to maintain or improve our financial strength ratings.

We ended the year with an estimated RBC ratio of over 400% for FGL Insurance.

We ended the year with an RBC ratio above our 400% target for FGL Insurance.

See section titled “Risks Relating to Our Business-A financial strength ratings downgrade, potential downgrade, or any other negative action by a rating agency, could make our product offerings less attractive and increase our cost of capital, and thereby adversely affect our financial condition and results of operations” in Item 1A.

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each ratio has a “usual range” of results.

As of December 31, 2020, FGL Insurance, FGL NY Insurance and Raven Re had two, zero and two ratios outside the usual range, respectively.

As of December 31, 2021, FGL Insurance, FGL NY Insurance and Raven Re had two, three and two ratios outside the usual range, respectively.

The IRIS ratios for total affiliated investments to capital and surplus and change in premium for FGL Insurance were outside the usual range.

The IRIS ratio for change in premium and adequacy of investment income for Raven Re were outside the usual range.

The IRIS ratios for change in premium, change in product mix, and change in reserving ratio for FGL NY Insurance were outside the usual range.

The IRIS ratios for change in premium and adequacy of investment income for Raven Re were outside the usual range.

In all instances in prior years, regulators have been satisfied upon follow-up that no regulatory action was required.

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(ii) the posting of an unconditional and irrevocable letter of credit by a qualified U.S.

financial institution in favor of the ceding company allowing the ceding company to draw upon the letter of credit up to the amount of the unpaid liabilities of the reinsurer and (iii) a “funds withheld” arrangement by which the ceding company withholds transfer to the reinsurer of the assets, which support the liabilities to be owed by the reinsurer, with the ceding insurer retaining title to and exclusive control over such assets.

company withholds transfer to the reinsurer of the assets, which support the liabilities to be owed by the reinsurer, with the ceding insurer retaining title to and exclusive control over such assets.

In addition, on January 1, 2014, the NAIC Model Credit for Reinsurance Act became effective in Iowa, which adds the concept of “certified reinsurer”, whereby a ceding insurer may take financial statement credit for reinsurance provided by an unaccredited and unlicensed reinsurer, which has been certified by the Iowa Commissioner.

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FGL Insurance and FGL NY Insurance are subject to such credit for reinsurance rules in Iowa and New York, respectively, insofar as they enter into any reinsurance contracts with reinsurers that are neither licensed nor accredited in Iowa and New York, respectively.

F&G, as the parent company of FGL Insurance and the indirect parent company of FGL NY Insurance, we and entities affiliated for purposes of insurance regulation are subject to the insurance holding company laws in Iowa and New York.

F&G, as the parent company of FGL Insurance and the indirect parent company of FGL NY Insurance, is subject to the insurance holding company laws in Iowa and New York.

These laws generally require each insurance company directly or indirectly owned by the holding company to register with the insurance department in the insurance company’s state of domicile and to furnish annually financial and other information about the operations of companies within the holding company system.

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We believe that the investment portfolios of FGL Insurance, FGL NY Insurance, and Raven Re as of December 31, 2021 complied in all material respects with such regulations.

F&G Life Re is a Bermuda exempted companies incorporated under the Companies Act 1981, as amended (the “Companies Act”) and registered as Class C insurers under the Insurance Act 1978, as amended, and its related regulations (the “Insurance Act”).

Our operations are subject to certain federal and state laws and regulations that require financial institutions and other businesses to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of such information.

These laws and regulations require notice to affected individuals, law enforcement agencies, regulators and

others if there is a breach of the security of certain personal information, including social security numbers, and require holders of certain personal information to protect the security of the data.

Our operations are also subject to certain federal regulations that require financial institutions and creditors to implement effective programs to detect, prevent, and mitigate identity theft.

In addition, our ability to make telemarketing calls and to send unsolicited e-mail or fax messages to consumers and customers and our uses of certain personal information, including consumer report information, are regulated.

Federal and state governments and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.

In recent years, the U.S.

Securities and Exchange Commission (“SEC”) and state securities regulators have questioned whether FIAs, such as those sold by us, should be treated as securities under the federal and state securities laws rather than as insurance products exempted from such laws.

Treatment of these products as securities would require additional registration and licensing of these products and the agents selling them, as well as cause us to seek additional marketing relationships for these products, any of which may impose significant restrictions on our ability to conduct operations as currently operated.

Under the Dodd-Frank Act, annuities that meet specific requirements, including requirements relating to certain state suitability rules, are specifically exempted from being treated as securities by the SEC.

We expect the types of FIAs that FGL Insurance and FGL NY Insurance sell will meet these requirements and;

therefore, are exempt from being treated as securities by the SEC and state securities regulators.

However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.

The Dodd-Frank Act made sweeping changes to the regulation of financial services entities, products and markets.

Certain provisions of the Dodd-Frank Act are applicable to us, our competitors or those entities with which we do business.

These provisions may impact us in many ways, including, but not limited to, having an effect on the overall business climate, requiring the allocation of certain resources to government affairs, and increasing our legal and compliance related activities and the costs associated therewith.

We may offer certain insurance and annuity products to employee benefit plans governed by ERISA and/or the Code, including group annuity contracts designated to fund tax-qualified retirement plans.

ERISA and the Code provide (among other requirements) standards of conduct for employee benefit plan fiduciaries, including investment managers and investment advisers with respect to the assets of such plans, and holds fiduciaries liable if they fail to satisfy fiduciary standards of conduct.

State and federal regulators have been adopting stronger consumer protection regulations that may materially impact our company, business, distribution, and products.

The NAIC adopted an amended Suitability in Annuity Transactions Model Regulation in February 2020 incorporating a requirement that agents act in the best interest of consumers without putting their own financial interests or insurer’s interests ahead of consumer interests.

The best interest requirement is satisfied by complying with four regulatory obligations relating to care, disclosure, conflict of interest, and documentation.

The amended model regulation also requires agents to provide certain disclosures to consumers, obligates insurers to supervise agent compliance with the new requirements, and prohibits sales contests or other incentives based on sales of specific annuities within a limited period of time.

At this time nineteen states have adopted the revised NAIC model regulation, including FGL Insurance’s domiciliary state of Iowa, and at least another six states are considering adoption of the revised NAIC model regulation.

Management has instituted new business procedures to comply with these revised requirements where required.

FGL NY Insurance separately instituted new business procedures in response to the New York Department of Financial Services (NYDFS) best interest rule adopted in August 2019 which deviates from the NAIC model regulation and is considered more onerous in certain respects including its broader application to life insurance sales.

Management is monitoring an ongoing legal challenge to nullify the NYDFS rule.

In December 2020 the U.

Department of Labor (DOL) issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry participants and vacated in March 2018 by the United States Fifth Circuit Court of Appeals.

The new investment advice rule reinstates the five-part test for determining whether a person is considered a fiduciary for purposes of ERISA and the Internal Revenue Code and sets forth a new prohibited transaction class exemption (PTE) referred to as PTE 2020-02.

The rule’s preamble also contains the DOL’s reinterpretation of elements of the five-part test that appears to encompass more insurance agents selling IRA products and withdraws the agency’s longstanding position that rollover recommendations out of employer plans are not subject to ERISA.

The new rule took effect on February 16, 2021.

The DOL investment advice rule leaves in place PTE 84-24 which is a longstanding class exemption providing prohibited transaction relief for insurance agents selling annuity products provided certain disclosures are made to the plan fiduciary, which is the policyholder in the case of an IRA, and certain other conditions are met.

Among other things, these disclosures include the agent’s relationship to the insurer and commissions received in connection with the annuity sale.

FGL Insurance, along with FGL NY Insurance, designed and launched a compliance program in January 2022 requiring all agents selling IRA products to submit an acknowledgment with each IRA application indicating the agent has satisfied PTE 84-24 requirements on

a precautionary basis in case the agent acted or is found to have acted as a fiduciary.

Meanwhile the DOL has publicly announced its intention to consider future rulemaking that would revoke or modify PTE 84-24.

Management believes these current and emerging developments relating to market conduct standards for the financial services industry may over time materially affect the way in which our agents do business, the role of IMOs, sale of IRA products including IRA-to-IRA and employer plan rollovers, how the company supervises its distribution force, compensation practices, and liability exposure and costs.

In addition to implementing the compliance procedures described above, management is monitoring further developments closely and will be working with IMOs and distributors to adapt to evolving regulatory requirements and risks.

Regulation - Bermuda.

F&G Life Re is a Bermuda exempted company incorporated under the Companies Act 1981, as amended (the “Companies Act”) and registered as a Class C insurer under the Insurance Act 1978, as amended, and its related regulations (the “Insurance Act”).

F&G Life Re is regulated by the BMA.

The Insurance Act provides that no person may carry on an insurance business in or from within Bermuda unless registered as an insurer under the Insurance Act by the BMA.

In deciding whether to grant registration, the BMA has broad discretion to act as it thinks fit in the public interest.

The BMA is required by the Insurance Act to determine whether the applicant is a fit and proper body to be engaged in the insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise.

The registration of an applicant as an insurer is subject to the insurer complying with the terms of its registration and such other conditions as the BMA may impose at any time.

The Insurance Act also grants to the BMA powers to supervise, investigate and intervene in the affairs of insurance companies.

Bermuda has been awarded full equivalence for commercial insurers under Europe’s Solvency II regime applicable to insurance companies, which regime came into effect on January 1, 2016.

In addition, the Insurance Act required BMA approval of increases in control or dispositions of control of an insurance company.

All insurers are required to implement corporate governance policies and processes as the BMA considers appropriate given the nature, size, complexity and risk profile of the insurer and all insurers, on an annual basis, are required to deliver a declaration to the BMA confirming whether or not they meet the minimum criteria for registration under the Insurance Act.

All insurers are required to comply with the Bermuda Insurance Code of Conduct (the “Bermuda Insurance Code”), which is a codification of best practices for insurers provided by the BMA, and to submit annually to the BMA with its statutory financial return a declaration of compliance confirming it complies with the Bermuda Insurance Code of Conduct.

The BMA utilizes a risk-based approach when it comes to licensing and supervising insurance and reinsurance companies.

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Total statutory capital consists of the insurer’s paid in share capital, its contributed surplus (sometimes called additional paid in capital) and any other fixed capital designated by the BMA as statutory capital.

Regulation - Cayman.

F&G Cayman Re is licensed as a class D insurer in the Cayman Islands by the Cayman Islands Monetary Authority (“CIMA”).

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Statutes, regulations and policies that F&G Cayman Re is subject to may also restrict the ability of F&G Cayman Re to write insurance and reinsurance policies, make certain investments and distribute funds.

Any failure to meet the applicable requirements or minimum statutory capital requirements

could subject it to further examination or corrective action by CIMA, including restrictions on dividend payments, limitations on our writing of additional business or engaging in finance activities, supervision or liquidation.

These laws and regulations require notice to affected individuals, law enforcement agencies, regulators and others if there is a breach of the security of certain personal information, including social security numbers, and require holders of certain personal information to protect the security of the data.

Our operations are also subject to certain federal regulations that require financial institutions and creditors to implement effective programs to detect, prevent, and mitigate identity theft.

Federal and state governments and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.

In recent years, the U.S.

We expect the types of FIAs that FGL Insurance and FGL NY Insurance sell will meet these requirements and;

therefore, are exempt from being treated as securities by the SEC and state securities regulators.

However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.

The Dodd-Frank Act made sweeping changes to the regulation of financial services entities, products and markets.

Certain provisions of the Dodd-Frank Act are or may become applicable to us, our competitors or those entities with which we do business, including, but not limited to:

• the establishment of federal regulatory authority over derivatives;

• the establishment of consolidated federal regulation and resolution authority over systemically important financial services firms;

• the establishment of the Federal Insurance Office;

• changes to the regulation of broker dealers and investment advisors;

• changes to the regulation of reinsurance;

• changes to regulations affecting the rights of shareholders;

• the imposition of additional regulation over credit rating agencies;

• the imposition of concentration limits on financial institutions that restrict the amount of credit that may be extended to a single person or entity;

• the clearing of derivative contracts.

Numerous provisions of the Dodd-Frank Act require the adoption of implementing rules or regulations, some of which have been implemented.

In addition, the Dodd-Frank Act mandates multiple studies, which could result in additional legislation or regulation applicable to the insurance industry, us, our competitors or those entities with which we do business.

Legislative or regulatory requirements imposed by or promulgated in connection with the Dodd-Frank Act may impact us in many ways, including, but not limited to:

• placing us at a competitive disadvantage relative to our competition or other financial services entities;

• changing the competitive landscape of the financial services sector or the insurance industry;

• making it more expensive for us to conduct our business;

• requiring the reallocation of significant company resources to government affairs;

• increasing our legal and compliance related activities and the costs associated therewith;

• otherwise having a material adverse effect on the overall business climate as well as our financial condition and results of operations.

Until various studies are completed and final regulations are promulgated pursuant to the Dodd-Frank Act, the full impact of the Dodd-Frank Act on investments, investment activities and insurance and annuity products of FGL Insurance and FGL NY Insurance remains unclear.

We may offer certain insurance and annuity products to employee benefit plans governed by ERISA and/or the Code, including group annuity contracts designated to fund tax-qualified retirement plans.

State and federal regulators have been adopting stronger consumer protection regulations that may materially impact our company, business, distribution, and products.

The amended model regulation also requires agents to provide certain disclosures to consumers, obligates insurers to supervise agent compliance with the new best interest requirements, and prohibits sales contests or other incentives based on sales of specific annuities within a limited period of time.

At this time seven states have adopted the revised NAIC model regulation, including FGL Insurance’s domiciliary state of Iowa, and at least another nine states are considering adoption of the revised NAIC model regulation.

Management has instituted new business procedures to comply with these revised requirements where required.

Management is monitoring a legal challenge to nullify the NYDFS rule.

On December 18, 2020 the U.

Department of Labor (DOL) issued its final version of an investment advice rule replacing the previous “Fiduciary Rule” that had been challenged by industry and vacated in March 2018 by the United States Fifth Circuit Court of Appeals.

The rule became effective on February 16, 2021 and could materially affect IRA sales.

The final rule reinstates the five-part test for determining whether a person is considered a fiduciary for purposes of ERISA and the Internal Revenue Code and sets forth a new prohibited transaction class exemption.

The preamble to the final rule also contains the DOL’s reinterpretation of elements of the five-part test that may expand the scope of the test to reach more insurance agents selling IRA products and withdraws the agency’s longstanding position that rollover recommendations out of employer plans are not subject to ERISA.

At this time management is considering the impact of the rule on its products and agents.

Further guidance is expected to be forthcoming from industry trade groups and DOL.

We believe these emerging developments relating to market conduct standards for the financial services industry may over time materially affect the way in which our agents do business, the role of IMOs, how the company supervises its distribution force, compensation practices, and liability exposure and costs.

Management is monitoring these developments closely and will be working with IMOs and distributors to adapt to these evolving regulatory requirements and risks.

New and recentl y p assed legislation may also impact the industry in which we compete.

For example, the Setting Every Community Up for Retirement Enhancement Act of 2019, Pub.L.

116-94 (the “SECURE Act”), which took effect January 1, 2020, creates an opportunity for us and our competitors to pursue sales to employer retirement plan sponsors as well as our traditional customers.

In addition, we and our competitors may implement operational changes to adapt to the effect of the new legislation.

See section titled “The Setting Every Community Up for Retirement Enhancement Act of 2019, may impact our business and the markets in which we compete” in Item 1A.

Risk Factors.

Any failure to meet the applicable requirements or minimum statutory capital requirements could subject it to further examination or corrective action by CIMA, including restrictions on dividend payments, limitations on our writing of additional business or engaging in finance activities, supervision or liquidation.

Sustainability

We recognize our duty to conduct our business in an environmentally responsible manner.

From eliminating the use of water bottles in favor of filtered water dispensers to participating in recycling programs, all of our locations are helping make a difference in the fight to save our environment.

Other sustainability efforts include records management and the use and disposal of IT equipment.

We partner with vendors that have a commitment to sustainability.

Our Record Management Centers are undergoing a complete digitization effort to consolidate records facilities and reduce paper.

Once paper records are securely destroyed in accordance with federal, state and industry regulations, our vendor disposes of the waste in an environmentally friendly manner.

Information technology asset disposal (computers, monitors, servers, mobile devices, etc.) is managed by an e-Steward certified vendor and process.

After safely removing any data from the IT asset, it is either reused to maximize its lifecycle or securely recycled.

Our vendor safely manages the waste stream of the thousands of pounds of electronics we retire each year.

Our commitment does not stop at our organization alone.

Our Digital Strategy Initiative is another way we are making a commitment to moving the title insurance industry as a whole in a more sustainable direction.

This initiative seeks to drastically reduce the amount of paper used in the closing process by using customer-focused technology at every point possible in the real estate transaction.

FNF’s work to address Environmental, Social and Governance (“ESG”) issues is important to who we are as a company.

Our Company and our Board of Directors are committed to addressing ESG issues to better serve our employees, business partners, and the communities impacted by our business.

To honor that commitment, our management team leads our ESG efforts with oversight from the Audit Committee, who reports our ESG progress and efforts to the Board of Directors.

Building a sustainable business starts with being transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders.

In 2019, we shared our inaugural Sustainability report.

Since then, we have continued to enhance our ESG efforts and publish updates on our progress annually.

FNF’s core ESG commitments include:

Protecting Property Owners:

The safety and security of our customers is our top priority.

This means ensuring rigorous information security and internal auditing protocols, and monitoring to help ensure the safety of funds and private information when it is in our custody.

We are also always working hard to educate and protect our customers from fraud, through enhancing our fraud prevention programs.

Preserving the Environment:

FNF works to integrate environmental management practices into our operations, including our facilities.

As part of our commitment to preserve the environment, we understand that we not only have a duty to protect the local environments where we operate, but that environmental change also poses risks and opportunities to our business.

In 2021, we conducted our first climate risk assessment to understand climate-related risks that may impact our business and to manage these risks through our enterprise risk management systems.

We have a number of efforts underway to reduce our environmental footprint across our locations.

Our efforts include:

monitoring and mitigating our carbon footprint, eliminating the use of plastic water bottles, and participating in recycling programs.

As part of a traditionally paper-intensive industry, we have implemented customer-focused technology to significantly reduce paper consumption in real estate transactions, moving the title insurance industry in a more sustainable direction.

Supporting Our Employees and Communities:

As one of our greatest assets, we are committed to providing our employees with opportunities to expand their knowledge base and develop skills for career advancement.

Additionally, we are committed to building a diverse and inclusive workplace, and we strongly believe that the diversity of our clients should be reflected among our employees.

With over 1,300 locations throughout the United States and Canada and over 28,000 employees, we are positioned to make a difference within the communities in which we operate.

Through local community involvement, corporate initiatives, and philanthropic giving – as well as an active community volunteer ethos – we work hard each day to support the communities in which we live.

This community outreach and support has become even more pertinent in the ongoing battle against COVID-19, and we continue to provide resources to ensure the health and safety of our employees, their families, our customers, and our community.

Operating Ethically:

Our reputation for integrity is one of our most important assets, and each of our employees and directors is expected to contribute to the care and preservation of that asset.

We operate in ways that are fair, transparent, and compliant with applicable regulations.

We implement strong governance practices, policies, training, and reporting avenues to encourage and promote that all employees adhere to the highest standards for business integrity.

Human Capital Resources

As of January 31, 2022, we had 28,290 full-time equivalent employees, which includes 27,054 in our Title segment, 627 in our F&G segment and 609 in our Corporate and other segment.

In our Title segment, w e monitor our staffing levels based on current economic activity.

In our F&G segment, our employee base increased approximately 26% during 2020 as our F&G business continues to grow.

In our Title segment, we monitor our staffing levels based on current economic activity.

In our F&G segment, our employee base increased approximately 40% during 2021 as o ur F&G business continues to grow.

None of our employees are subject to collective bargaining agreements.

We believe that our relations with employees are generally good.

We stan d committed to our philosophy that all employees deserve an inclusive workplace, one where each employee feels heard and empowered.

All employees – regardless of race, ethnicity, sexual orientation or gender identification – are given equal access to opportunities throughout the organization.

We believe that having a variety of employee ideas, perspectives, and experiences are key components of our success.

The diversity of our employees allows us to connect to our clientele in important ways and offer them meaningful, customized products and services that resonate with their unique needs.

We have a written nondiscrimination policy that is distributed to all employees as part of our employee handbook.

Employees must acknowledge our employee handbook and specifically our nondiscrimination policy annually.

Our board of directors leads by example in its commitment to diversity.

In 2020, Sandra D.

Morgan joined our board, and in 2018, our board codified its commitment to consider all aspects of diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation by integrating it into the director selection criteria in our Corporate Governance Guidelines.

We have many women in leadership roles throughout our organization, and believe it is important to continue to develop our incredible pool of talent.

Twenty-five percent of the members of FNF’s Executive Team are women and 66% of our workforce are women.

Diversity is a key component of FNF’s success.

We believe that the diversity of our employees allows us to offer our clientele meaningful customized products and services.

FNF aims to have diverse and inclusive practices in all aspects of our business operations;

particularly for hiring, compensation, and opportunity.

We are committed to being an equal opportunity employer and enhancing diversity and inclusion efforts across our business.

Our goal is to foster an inclusive workplace where each employee, regardless of race, ethnicity, sexual orientation, or gender identification, receives equal access to opportunities throughout the organization.

FNF’s Code of Business Conduct & Ethics prohibits discrimination and harassment.

We have a written nondiscrimination policy that is distributed to all employees as part of our employee handbook, which employees must acknowledge annually.

Our employees participate in annual trainings including Code of Business Conduct and Ethics Training, and Reporting Harassment:

Everyone’s Responsibility Training.

We have many women in leadership roles throughout our organization.

As of January 31, 2022, out of the 23,710 U.S.

based employees under FNF, 71% of the total workforce are women and 29% are men.

Two out of eleven board members are women;

40% percent of the members of FNF’s Executive Team are women;

and 67% of FNF’s Non-Executive Managers are women.

Our annual Women in Leadership Program for female executives, managers, and future managers is designed to encourage and promote women into more active leadership roles within FNF.

Our Boa rd of Directors leads by example in its commitment to diversity.

In 2018, our board codified its commitment to diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation by integrating it into the director selection criteria in our Corporate Governance Guidelines.

Training and Personal Development

We believe that our employees are our greatest asset, and we are committed to providing opportunities for them to expand their knowledge base and develop opportunities for advancement, which in turn results in improved employee performance and morale.

We provide many opportunities for employees to receive training on escrow administration, title loss reduction, title underwriting, and fraud prevention.

Many of our departments also provide the opportunity for our employees to receive official Continuing Education (CE) and Continuing Legal Education (CLE) credits for various state land title and legal associations.

Our Commercial Sales University is a six-month training course with industry experts for new commercial sales reps.

We believe that our employees are one of our greatest assets, and we are committed to providing opportunities for them to expand their knowledge base and develop opportunities for advancement, which in turn results in improved employee performance and morale.

FNF offers a variety of training and educational opportunities for employees.

We provide training on escrow policies and procedures, advanced escrow processing and practices, title loss reduction, title underwriting, advanced title practices and procedures, fraud prevention, as well as software, soft skills, sales, and time management trainings.

Our Commercial Sales University is a course for new commercial sales reps and our Leadership Development Program provides employees mentorship from senior executives.

Leadership Development Program:

Our Leadership Development Program helps employees advance their careers through professional development.

Candidates are nominated once a year by their manager to participate in this intensive program where they are asked to prepare and present a managers’ report and to participate in the process of preparing an annual budget.

Candidates are nominated once a year by their manager to participate in an intensive program, where they are asked to prepare and present a managers’ report and to participate in the process of preparing an annual budget.

In addition, the program includes thought-provoking discussions between candidates and our management team about leadership, business, the economy, and other industry-related topics.

Not only do candidates gain a better understanding of our company culture and the expectations of management, they also receive an opportunity for mentorship and engagement with senior executives.

Employees also receive more general training on skills such as software training, soft skills, sales, and time management through their individual operations.

We encourage our employees to join professional organizations that further their development, and provide financial assistance to do so.

Some operations also offer the ability for employees to receive education reimbursement for courses or programs that they attend .

This process enables candidates to gain a better understanding of our Company culture and management expectations.

Candidates also gain access to mentorship and engagement with senior executives.

Many departments provide Continuing Education (CE) and Continuing Legal Education (CLE) opportunities for state land title and legal associations.

Some offices provide financial assistance to join professional organizations and offer education reimbursement.

Financial Information by Operating Segment

For financial information by operating segment, see Note R Segment Information to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

For financial information by operating segment, see Note J Segment Information to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

Statement Regarding Forward-Looking Information

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These statements relate to, among other things, future financial and operating results of the Company.

In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“predict,” “potential,” or “continue,” or the negative of these terms and other comparable terminology.

In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms and other comparable terminology.

Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to the following:

• changes in general economic, business, and political conditions, including changes in the financial markets and COVID-19 conditions;

• impacts to our business operations caused by the occurrence of a catastrophe, including the COVID19 outbreak

• adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, increased mortgage defaults, or a weak U.S.

• the severity of our title insurance claims;

• downgrade of our credit rating by rating agencies;

• compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators;

• failure to successfully integrate the F&G acquisition, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the F&G acquisition will not be realized;

• potential impact of the consummation of the F&G acquisition on relationships, including employees, suppliers, customers and competitors;

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• competition from other title insurance companies;

• changes in general economic, business, and political conditions, including changes in the financial markets and COVID-19 conditions;

• impacts to our business operations caused by the occurrence of a catastrophe or global crisis, including the spread of COVID-19 variants;

• other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business