What changed in this filing

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Item 1. Business

2023-02-27 compared with 2022-02-25 · 239 added, 242 removed, 805 unchanged (37% 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 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").

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

On December 1, 2022, we completed our previously announced separation and distribution to our shareholders, on a pro rata basis, of approximately 15% of the common stock of F&G (the “F&G Distribution”).

Following the F&G Distribution, we retained control of F&G through our approximate 85% ownership stake.

The F&G Distribution was accomplished by the distribution of 68 shares of common stock, par value $0.001 per share, of F&G for every 1,000 shares of our common stock, par value $0.0001 per share, as a dividend to each holder of shares of our common stock as of the close of business on November 22, 2022, the record date for the F&G Distribution.

As a result of the F&G Distribution, F&G is a separate, publicly traded company and its businesses, assets and liabilities consist of those related to F&G’s business as a provider of insurance solutions serving retail annuity and life customers and institutional clients.

Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company and Fidelity & Guaranty Life Insurance Company of New York, F&G intends to continue to market a broad portfolio of deferred annuities (fixed indexed annuities and multi-year guarantee annuities or other fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements (through funding agreement-backed notes issuances and the Federal Home Loan Bank of Atlanta) and pension risk transfer solutions.

All of FNF’s core title insurance, real estate, technology and mortgage related businesses, assets and liabilities that are not held by F&G remain with FNF.

As of December 31, 2022, we had the following reporting segments:

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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 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 industry.

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.

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

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.

Our distribution network, which includes more th an 1,400 dire ct residential title offices and approximat ely 5,300 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.

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

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

Trusted by distributors.

We have long-standing relationships with a broad range of distributors representing more than 82,000 independent agents and financial advisors, and built on our reputation for transparency and a consistently competitive product portfolio.

We offer fixed annuities and life insurance products through a network of approximately 20 leading banks and broker dealers and approximately 271 Independent Marketing Organizations (“IMOs”) that provide back-office support for thousands of independent insurance agents.

Winning in high-growth markets.

retirement and middle markets are growing, and we are both well-established and well-positioned for continued growth.

Our strategic alignment with our distribution partners allows us to reach a diverse, growing and underserved middle market demographic in both our retail and institutional channels.

Durable investment management edge.

Our strategic partnership with Blackstone provides a sustained competitive advantage for our business.

Blackstone and its affiliate Blackstone ISG-I Advisors LLC (“BIS”) partners with our strategic investment office to deeply understand our liability profile when making asset allocation decisions and then originates unique investment opportunities not traditionally available to insurers.

These investments allow us to enter higher-margin lines and create the potential to intermediate investment banks in credit origination.

Clean and profitable in-force book.

As a life insurer, we generate spread earnings based on our assets under management and over the lifetime of the liabilities in place.

Our disciplined new business underwriting process provides us with stable liabilities, primarily in products that reset annually, which has allowed us to achieve consistently attractive lifetime returns.

Approximately 91% of our $30.4 billion fixed indexed and fixed rate annuities account value are surrender-charge protected and our asset and liability cash flows are well matched.

Track record of attracting top talent.

F&G’s management team and nearly 872 employees have a record of long-term success and have delivered impressive results in the last few years.

Our commitment to our cultural values is the cornerstone of our success, whereby F&G is a company of individuals who believe in the power of partnerships, encourage innovation and creativity, and are transparent about decisions while delivering on their commitments.

This is borne out by consistently being recognized as an employer of choice as well as an involuntary turnover rate that is well below that of other financial services companies.

We believe our flexible, employee-centric work approach positions us as an employer of choice.

Clear governance structure.

We have a disciplined approach for considering new lines of business to enter, the appropriate product/channel mix for achieving our targeted new business profitability, and the management of our capital and in-force liabilities.

Further, we target and pursue opportunities that leverage our strengths.

Our business model is strong and positions us to capitalize on the growth prospects in our addressable markets.

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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Our goal is to foster and support a corporate culture where our employees and agents seek to operate independently and maintain profitability at the local level while forming close customer relationships by meeting customer needs and improving customer service.

Utilizing a relatively flat managerial structure and providing our employees with a sense of individual ownership support this goal.

Utilizing a relatively flat managerial structure and providing our employees with a sense of individual ownership supports this goal.

• Effectively manage costs based on economic factors.

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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.

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 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.

We are positioned to accomplish these goals through the following areas of strategic focus:

• Targeting large and growing markets .

The opportunity for our core annuity products remains significant, as policyholders seek to add safety and certainty to their retirement plans.

Our investments in life insurance products allows us to penetrate the underserved middle market, which addresses the needs of many of our cultural communities.

And as corporations continue to de-risk their pension funds, our buyout solutions can guarantee pension-holders the lifetime benefits they need and want.

Finally, we continue to attract strong institutional annuity buyers with funding agreements.

F&G is a national leader in the markets we play in, and demographic trends provide tailwinds and significant room to continue growing.

• Superior ecosystem .

Our business model gives us a sustainable competitive advantage.

We have strong and long-standing relationships with a diverse network of distributors, a durable investment edge through our Blackstone partnership, a scalable administrative platform, and a track record of attracting and retaining top talent.

• Consistent track record of success.

F&G’s deep and experienced management team has successfully diversified products and channels in recent years and demonstrated our ability to deliver consistent top line growth, increase assets under management and generate steady spreads and return on assets across varying market cycles.

Acquisitions, Dispositions, Minority Owned Operating Subsidiaries and Financings

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Intellectual Property

We rely on a combination of contractual restrictions, internal security practices, and copyright and trade secret law to establish and protect our software, technology, and expertise across our businesses.

We rely on a combination of contractual restrictions;

internal security practices;

and copyright and trade secret law to establish and protect our software, technology, and expertise across our businesses.

Further, we have developed a number of brands that have accumulated substantial goodwill in the marketplace, and we rely on trademark law to protect our rights in that area.

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Title Insurance Policies.

Title insurance plays a key role in the U.S.

economy by insuring the secure transfer of real estate and facilitating the growth of homeownership.

The products and services we offer have a positive social impact on families and communities overall.

For many families, their home is the single largest investment that they will make in their lifetimes.

Generally, real estate buyers and mortgage lenders purchase title insurance to insure good and marketable title to real estate and priority of lien.

An owner’s title insurance policy, like those we issue in connection with the closing of a real estate transaction, is the best way for property owners to protect themselves from losing their property due to unforeseen or unexpected title claims.

Unlike other types of insurance, title insurance protects against past problems instead of future risk, such as the previous owner’s debt, liens, or other claims of ownership that may have been in place prior to the purchase of the property.

Under our policies, we defend insureds when covered claims are filed against their interest in the property.

A brief generalized description of the process of issuing a title insurance policy is as follows:

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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

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

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Prior to issuing policies, title insurers and their agents attempt to reduce the risk of future claim losses by accurately performing title searches and examinations.

A title insurance company’s predominant expense relates to such searches and examinations, the preparation of preliminary title reports, policies or commitments, the maintenance of "title plants,” which are indexed compilations of public records, maps and other relevant historical documents, and the facilitation and closing of real estate transactions.

Claim losses generally result from errors made in the title search and examination process, from hidden defects such as fraud, forgery, incapacity, or missing heirs of the property, and from closing-related errors.

A title insurance company’s predominant expense relates to such searches and examinations, the preparation of preliminary title reports, policies or commitments, facilitation and closing of real estate transactions and the maintenance of title plants.

Title plants are indexed compilations of public records, maps and other relevant historical documents, and the facilitation and closing of real estate transactions.

Claim losses generally result from errors made in the title search and examination process, from hidden defects such as fraud, forgery, incapacity, missing heirs of the property, closing-related errors, etc.

Residential real estate business results from the construction, sale, resale and refinancing of residential properties, while commercial real estate business results from similar activities with respect to properties with a business or commercial use.

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Direct and Agency Operations.

We provide title insurance services through our direct operations and through independent title insurance agents who issue title policies on behalf of our title insurance companies.

We provide title insurance services through our direct operations and independent title insurance agents who issue title policies on behalf of our title insurance companies.

Our title insurance companies determine the terms and conditions upon which they will insure title to the real property according to our underwriting standards, policies and procedures.

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primarily providing residential real estate title insurance.

We continuously monitor the number of direct offices to make sure that it remains in line with our strategy and the current economic environment.

We continuously monitor the number of direct offices to ensure that it remains in line with our strategy and the current economic environment.

Our commercial real estate title insurance business is operated primarily through our direct operations.

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Premium splits vary by geographic region, and in some states are fixed by insurance regulatory requirements.

Our relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on our behalf.

Our relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on our

The agency agreement also sets forth the agent’s liability to us for policy losses attributable to the agent’s errors.

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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 approximatel y 28.1%, 29.7%, and 28.9% of total Title segment revenues in 2021 , 2020 , and 2019 , respectively.

Escrow, title-related and other fees included in our Title segment represented approxima tely 27.5%, 28.1%, and 29.7% of total Title segment revenues in 2022 , 2021 , and 2020 , respectively.

Sales and Marketing.

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The buying criteria of locally based clients differ from those of large, geographically diverse customers in that the former tend to emphasize personal relationships and ease of transaction execution, while the latter generally place more emphasis on consistent product delivery across diverse geographical regions and the ability of service providers to meet their information systems requirements for electronic product delivery.

An important part of our operations is the handling of title and escrow claims.

We employ a large staff of attorneys in our claims department.

An important part of our business is responsible claims management.

We employ a large staff of attorneys in our claims department to handle title and escrow claims.

Our claims processing centers are located in Omaha, Nebraska and Jacksonville, Florida.

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We believe we are appropriately reserved with respect to all claims (large and small) that we currently face.

Occasionally we experience large

losses from title policies that have been issued or from our escrow operations, or overall worsening loss payment experience, which require us to increase our title loss reserves.

Occasionally we experience large losses from title policies that have been issued or from our escrow operations, or overall worsening loss payment experience, which require us to increase our title loss reserves.

These events are unpredictable and adversely affect our earnings.

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However, the ceding company remains primarily liable to the insured whether or not the reinsurer is able to meet its contractual obligations.

Facultative reinsurance agreements are entered into with other title insurers when the transaction to be insured will exceed state statutory or self-imposed limits.

Facultative reinsurance agreements are entered into with other title insurers when the transaction to be insured exceeds state statutory or self-imposed limits.

Excess of loss reinsurance coverage protects us from a large loss from a single loss occurrence.

Our excess of loss reinsurance coverage is split into four contracts.

The first excess of loss reinsurance contract provides an $80 million limit of coverage from a single loss occurrence for residential and commercial losses in excess of a $20 million retention per single loss occurrence ("First XOL Contract").

The second excess of loss reinsurance contract ("Second XOL Contract") provides an additional $300 million limit of coverage from a single loss occurrence for commercial loss, with the Company co-participating at approximately 10%.

The third excess of loss reinsurance contract ("Third XOL Contract") provides an additional $80 million limit of coverage from a single loss occurrence for commercial loss, with the Company co-participating at approximately 10%.

The fourth excess of loss reinsurance contract ("Fourth XOL Contract") provides an additional $220 million limit of coverage from a single loss occurrence for commercial loss, with the Company co-participating at approximately 10%.

The first excess of loss reinsurance contract provides an $75 million limit of coverage from a single loss occurrence for losses in excess of a $25 million retention per single loss occurrence ("First XOL Contract").

The second excess of loss reinsurance contract ("Second XOL Contract") provides an additional $300 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.

The third excess of loss reinsurance contract ("Third XOL Contract") provides an additional $80 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 16.25%.

The fourth excess of loss reinsurance contract ("Fourth XOL Contract") provides an additional $220 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.

Subject to the Company’s retention and co-participation on the Second, Third and Fourth XOL Contracts, the maximum coverage from a single loss occurrence provided under our excess of loss reinsurance coverage is $610 million.

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Each of the insurers is subject to a holding company act in its state of domicile, which regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates.

The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus as regards policyholders (“capital and surplus”) requirements, defining suitable investments for reserves and capital and surplus and approving rate schedules.

The process of state regulation of changes in rates ranges from states that set rates, to states where individual companies or associations of companies prepare rate filings that are submitted for approval, to a few states in which rate changes do not need to be filed for approval.

The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business;

regulating trade practices;

licensing agents;

approving policy forms and accounting and financial practices;

establishing reserves and capital and surplus in regards to policyholder requirements defining suitable investments for reserves and capital and surplus;

approving rate schedules;

The state regulation process for rate changes ranges from states that set rates, to states where individual companies or associations of companies prepare rate filings that are submitted for approval, to a few states in which rate changes do not need to be filed for approval.

Since we are governed by both state and federal governments and the applicable insurance laws and regulations are constantly subject to change, it is not possible to predict the potential effects on our insurance operations of any laws or regulations that may become more restrictive in the future or if new restrictive laws will be enacted.

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The CFPB has broad authority to regulate, among other areas, the mortgage and real estate markets in matters pertaining to consumers.

This authority includes the enforcement of the Truth-in-Lending Act ("TILA") and the Real Estate Settlement Procedures Act (individually, "RESPA", and together, "TILA-RESPA Integrated Disclosure" or "TRID") formerly placed with the Department of Housing and Urban Development.

This authority includes the enforcement of the Truth-in-Lending Act ("TILA") and the Real Estate Settlement Procedures Act ("RESPA") formerly placed with the Department of Housing and Urban Development.

As a holding company with no significant business operations of our own, we depend on dividends or other distributions from our subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on and repayment of principal of any debt obligations and to pay any dividends to our shareholders.

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There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders.

The combined statutory capital and surplus of our title insurers was approximately $1,903 million and $1,699 million as of December 31, 2021 and 2020, respectively.

The combined statutory capital and surplus of our title insurers was approximatel y $1,350 million and $1,903 million as of December 31, 2022 and 2021, respectively.

The combined statutory earnings of our title insurers were $778 million, $936 million, and $629 million for the years ended December 31, 2022 , 2021 , and 2020 , respectively.

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insurance company, prior written approval must be obtained from the insurance commissioner of the state in which the insurer is domiciled.

Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner will consider such factors as the financial strength of the applicant, the integrity and management of the applicant’s Board of Directors and executive officers, the acquirer’s plans for the insurer’s Board of Directors and executive officers, the acquirer’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control.

Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner will consider such factors as the financial strength of the applicant;

the integrity and management of the applicant’s Board of Directors and executive officers;

the acquirer’s plans for the insurer’s Board of Directors and executive officers;

the acquirer’s plans for the future operations of the domestic insurer;

and any anti-competitive results that may arise from the consummation of the acquisition of control.

Generally, state statutes provide that control over a domestic insurer is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of the domestic insurer.

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The relative position of each of our ratings among the ratings scale assigned by each rating agency is as follows:

• An S&P "A" rating is the third highest rating of 11 ratings for S&P.

• An S&P "A" rating is the third highest rating of eleven ratings for S&P.

According to S&P, an insurer rated “A” has strong capacity to meet its financial commitments, but is somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than insurers with "AAA" or "AA" ratings.

• A Moody's "A2" rating is the third highest rating of 9 ratings for Moody's.

• A Moody's "A2" rating is the third highest rating of nine ratings for Moody's.

Moody's states that companies rated “A2” are judged to be upper-medium grade and are subject to low credit risk.

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investment in our securities.

See “Item 1A.

Risk Factors — If the rating agencies downgrade our Company, our results of operations and competitive position in the title insurance industry may suffer” for further information.

For further information, refer to Item 1A.

Risk Factors — "If the rating agencies downgrade our Company, our results of operations and competitive position in the title insurance industry may suffer.”

Investment Policies and Investment Portfolio.

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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, 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.

As of December 31, 2022 and 2021 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.2 billion and $3.7 billion, respectively.

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

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

As of December 31, 2022 and 2021 , short-term investments amounted to approximately $1 billion an d $118 million, respectively.

Our investment results for the years ended December 31, 2022 , 2021 and 2020 were as follows:

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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 broad portfolio of deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements and pension risk transfer solutions.

Through 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.

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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 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.

The majority of our products contain provisions that permit us to adjust annually the formula by which we provide index credits in response to changing market conditions.

For the year ended December 31, 2022, FIAs generated approximately 40% of our total gross sales.

The remaining 60% of sales were primarily generated from funding agreements (13%), fixed rate annuities (33%), PRT sales (13%) and IUL (1%).

We invest the proceeds primarily in fixed income securities.

We also use 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 options on the S&P 500 Index.

The majority of our products allow for active management to achieve targeted lifetime returns.

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

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.

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

A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued.

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Our FIAs allow contract owners the possibility of earning returns linked to the performance of a specified market index, predominantly the S&P 500 Index, while providing principal protection.

The contract owners typically make a single deposit into our deferred annuities.

The contracts include a provision for a minimum guaranteed surrender value calculated in accordance with applicable law.

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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 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.

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

We purchase derivatives consisting predominantly of over-the-counter options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy such as the S&P 500.

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

The down-side risk to F&G is limited to the cost of the options because if the value of the options decreases there is no index credit.

The cost of the hedge is included in the pricing of the product and can be reset on an annual basis for each policy based on market conditions.

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 contract’s anniversary date.

The change in the fair value of the 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 options and futures contracts are marked to fair value with the change in fair value included as a component of “Recognized gains and losses, net” in our Consolidated Statements of Earnings.

The change in fair value of the options and futures contracts includes the gains and losses recognized at the expiration of the instrument’s term or upon early termination and the changes in fair value of open positions.

GAAP accounting of the reserve liability for products with embedded derivatives such as FIA creates additional volatility beyond the accounting for the options and the futures.

The contract holder 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.

Caps (a maximum rate that may be credited) generally range from 1% to 5% when measured annually and 1% to 3% when measured monthly, spreads (a credited rate determined by deducting a specific rate from the index return) generally range from 0% to 3% when measured annually, and participation rates (a credited rate equal to a percentage of index return) generally range from 100% to 180% of the performance of the applicable market index.

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Certain riders provide a variety of benefits, such as the ability to increase their cap, lifetime income or additional liquidity for a set fee.

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

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

Approximately 30% of the FIA sales for the year ended December 31, 2022, involved “premium bonuses” or vesting bonuses.

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

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

The vesting bonuses, which range from 1% to 15%, increase the initial annuity deposit liability but are subject to adjustment for unvested amounts in the event of surrender by the policyholder prior to the end of the vesting period.

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

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

Approximately 37% of our FIA contracts were issued with a GMWB rider for the year ended December 31, 2022.

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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Rider fees range from 0% to 1%.

As of December 31, 2021, the distribution of the FIA account values by cap rate and by strategy was as follows:

Strategy 0% to 3% 3% to 5% > 5% Total

(In millions)

1 year gain trigger $ 585 $ 258 $ 22 $ 865

1-2 year monthly average 781 380 129 1,290

1-3 year monthly point-to-point 4,770 24 — 4,794

1-3 year annual point-to-point 2,502 1,921 693 5,116

3 year step forward — 18 88 106

$ 8,638 $ 2,601 $ 932 $ 12,171

As of December 31, 2021, the distribution of the FIA account values by cap rate and by index was as follows:

Index 0% to 3% 3% to 5% > 5% Total

(In millions)

S&P 500 $ 8,587 $ 2,400 $ 895 $ 11,882

Dow Jones — 95 — 95

Nasdaq — 1 — 1

Balanced ETF — 5 — 5

Gold 51 100 37 188

$ 8,638 $ 2,601 $ 932 $ 12,171

Unlike a variable annuity, policyholder values do not decline with market movements.

Deferred Annuities – Fixed Rate Annuities .

Fixed rate annuities include annual reset and multi-year rate guaranteed policies.

Fixed rate annuities are typically single deposit contracts and include annual reset and multi-year rate guaranteed policies.

Fixed rate annual reset annuities issued by us have an annual interest rate (the “crediting rate”) that is guaranteed for the first policy year.

After the first policy year, we have the discretionary ability to change the crediting rate once annually to any rate at or above a guaranteed minimum rate.

Multi-year guaranteed annuities ("MYGA") are similar to fixed rate annual reset annuities except that the initial crediting rate is guaranteed for a specified number of years before it may be changed at our discretion.

MYGAs are similar to fixed rate annual reset annuities except that the initial crediting rate is guaranteed for a specified number of years before it may be changed at our discretion.

As of December 31, 2022, crediting rates on outstanding (i) single-year guaranteed annuities generally ranged from 2% to 6% and (ii) MYGA ranged from 1% to 6%.

The average crediting rate on all outstanding fixed rate annuities at December 31, 2022 was 3%.

As of December 31, 2021, the distribution of the fixed rate annuity account values by crediting rate was as follows (in millions):

Crediting rate 1% to 2% 2% to 3% 3% to 4% 4% to 5% 5% to 6% Total

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

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:

Account Value

Thereafter 164

Total $ 4,676

Withdrawal Options for Deferred Annuities .

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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.

The following table summarizes our deferred annuity account values and surrender charge protection as of December 31, 2021 (dollars in millions):

The average surrender charge was 7% for our FIAs and 7% for our fixed rate annuities as of December 31, 2022.

A market value adjustment (“MVA”) will also apply in most states to any withdrawal that incurs a surrender charge, subject to certain exceptions.

The MVA is based on a formula that accounts for changes in interest rates since contract issuance.

Generally, if interest rates have risen, the MVA will decrease surrender value, whereas if rates have fallen, it will increase surrender value.

At December 31, 2022, approximately 72% of our business included an MVA feature.

The following table summarizes our deferred annuity account values and surrender charge protection as of December 31, 2022:

Fixed Rate and Fixed Indexed Annuities Account Value Percent of Total Weighted Average Surrender Charge

SURRENDER CHARGE EXPIRATION BY YEAR

SURRENDER CHARGE EXPIRATION BY YEAR (Dollars in millions)

Out of surrender charge $ 2,626 9 % — %

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In addition to the foregoing withdrawal rights, policyholders may also elect to have additional withdrawal benefits by purchasing a GMWB.

We also sell single premium immediate annuities (or “SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the policyholder, according to the policyholder’s choice at the time of issue.

Single Premium Immediate Annuities .

We have previously sold single premium immediate annuities (or “SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the policyholder, according to the policyholder’s choice at the time of issue.

The amounts, frequency and length of time of the payments are fixed at the outset of the annuity contract.

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 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 as of December 31, 2021 and 2020:

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

Policies U.S.

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

Fixed rate annuities 878 6,369 631 5,144

Single premium immediate annuities 46 2,114 29 2,240

$ 5,344 $ 31,853 $ 2,626 $ 27,623

Existing policyholders may elect to surrender their contract and use the proceeds to purchase a supplementary contract which functions as a SPIA.

Life Insurance.

We currently offer IUL insurance policies and have previously sold universal life, term and whole life insurance products.

Holders of universal life insurance policies earn returns on their policies, which are credited to the policyholder’s cash value account.

Holders of universal life insurance policies may make periodic payments over the life of the contract and earn returns on their policies, which are credited to the policyholder’s cash value account.

The insurer periodically deducts its expenses and the cost of life insurance protection from the cash value account.

The balance of the cash value account is credited interest at a fixed rate or returns based on the performance of a market index, or both, at the option of the policyholder, using a method similar to that described above for FIAs.

Almost all of the life insurance policies in force, except for the return of premium benefits on term life insurance products and universal life contracts issued after March 1, 2010, are subject to an arrangement with Wilton Reassurance Company (“Wilton Re”).

Almost all of the life insurance policies in force, except for the return of premium benefits on term life insurance products and universal life contracts issued after March 1, 2010, are subject to a reinsurance arrangement with Wilton Reassurance Company (“Wilton Re”).

See section titled “Reinsurance-Wilton Re Transaction” in Item 1.

As of December 31, 2021, the distribution of the retained IUL account values by cap rate and by strategy was as follows:

Strategy 2.5-5.0% 5.0-7.5% 7.5-10.0% 10.0-12.5% 12.5+% Total

(In millions)

1 year annual point-to-point, Gold Index $ — $ — $ — $ — $ 65 $ 65

1 year monthly point-to-point, S&P Index 40 — — — — 40

1 year annual point-to-point with 100% par rate, S&P Index 13 2 78 341 101 535

1 year annual point-to-point with 140% par rate, S&P Index 3 4 30 — — 37

$ 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.

As defined by the IID, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.

In essence, funding agreement providers are agreeing to a defined stream of future payments in exchange for a single upfront premium.

This type of business is sometimes referred to as spread lending, as funding agreement providers invest upfront premiums with the intent to earn an investment spread on the funds prior to making agreed upon maturity and interest payments.

The structure of the payments can take several forms, but are commonly a fixed or variable interest payment with a single maturity principal re-payment.

F&G currently utilizes two forms of funding agreement offerings.

The first is through the issuance of collateralized funding agreements with the FHLB.

This enables spread-based income without longevity or mortality exposure given the

certainty in liability profile.

Funding agreements through the FHLB are flexible in their format and the ability to issue during broad windows, as long as sufficient eligible collateral has been deposited with the bank.

In June 2021, we established a funding agreement backed note ("FABN") program, which is a medium term note program under which funding agreements are issued to a special-purpose trust that issues marketable notes.

The notes are underwritten and marketed by major investment banks’ broker-dealer operations and are sold to institutional investors.

These FABN offerings are more limited regarding timing of issuance, but do not require collateralization as with the FHLB.

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, 2022, we had approximately $2.6 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.

In July 2021, we entered the pension risk transfer market.

A pension risk transfer occurs when a defined-benefit pension provider seeks to remove some or all of its obligation to pay guaranteed retirement income or post-retirement benefits to plan participants.

There are four major types of PRT strategies:

longevity reinsurance, buy-in, buy-out, and paying in lump sums.

We are currently active in plan buy-outs, where we have a direct, irrevocable commitment to each covered participant to make the specified annuity payments based upon the terms of the pension plan.

Plan buy-out transactions fully and permanently transfer all investment, mortality, and administrative risk, associated with covered benefits, from the pension plan sponsor to the insurance provider.

Our PRT products are comparable to income annuities, as we generally receive a single, upfront premium in exchange for paying a guaranteed stream of future income payments which are typically fixed in nature, but may vary in duration based on participant mortality experience.

These products primarily create earnings through spread income.

In each transaction FGL Insurance and/or FGL NY Insurance issues a group annuity contract to discharge pension plan liabilities from a pension plan sponsor, either through a separate account or through a general account guarantee.

Certificate holders covered under a group annuity contract have a guaranteed benefit from the insurance company.

We entered the PRT solutions business by building a team of experienced professionals, then working with brokers and institutional consultants for distribution.

As of December 31, 2022, we had completed PRT transactions that represented pension obligations of $2.5 billion.

Distribution .

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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.

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 independent marketing organization ("IMO"), the agent and the customer.

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

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We offer our products through a network of approximately 271 IMOs, representing approximately 73,000 agents.

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 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.

The average tenure of the top ten Power Partners is approximately 17 years.

Our Power Partners play an important role in the development of our products by providing feedback integral to the development process and by securing “shelf space” for new products.

Over the last ten years, the majority of our best-selling products have been developed with our Power Partners.

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

The average tenure of the Power Partners is approximately 19 years.

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

We currently have 41 Power Partners, comprised of 19 annuity IMOs and 22 life insurance IMOs.

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.

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In 2022, the top 5 firms represented 87% 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.

Bank and broker dealers represented 44% of annuity sales for the year ended December 31, 2022.

The top five states for the distribution of FGL Insurance’s products in the year ended December 31, 2022 were Florida, California, Texas, Pennsylvania and New Jersey, which together accounted for 37% 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.

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 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, 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 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.

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

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 high-quality debt securities.

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

We base all of our decisions on fundamental, bottom-up research, coupled with a top-down view that respects the cyclicality of certain asset classes.

The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies.

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 ("RMLs"), limited partnership investments, and fund investments.

FGL Insurance and certain other subsidiaries of F&G (other than FGL NY Insurance) are party to IMAs with BIS pursuant to which BIS is appointed as investment manager of the F&G Accounts.

There are no specified minimum amounts of assets that we have agreed that BIS will manage;

however, BIS has the right to manage (and receive fees based on) all assets in the F&G Accounts with limited exceptions.

For certain asset classes, we continue to utilize specialized third-party investment managers.

As of December 31, 2022, approximately 91% of our $41 billion investment portfolio was managed by BIS, with 8% managed by other third parties, and the remaining 1% internally managed.

BIS, in accordance with our IMAs, has delegated certain investment services to its affiliates, including Blackstone’s Credit, Real Estate Debt and Asset-Based Finance businesses, in each case, pursuant to separate sub-management agreements executed between BIS and each such affiliate.

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.

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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.

As a result of these portfolio repositionings, we currently maintain:

The portfolio also has exposure to U.S.

dollar denominated emerging market bonds, highly rated preferred stocks and hybrids, and structured securities including ABS.

We currently maintain:

• a well-matched asset/liability profile (asset duration, including cash and cash equivalents, of 4.9 years vs.

liability duration of 5.1 years);

• 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.

• an exposure to less rate-sensitive assets of 30%, of invested assets as of December 31, 2022.

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 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)".

The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instruments term or upon early termination and the changes in fair value of open positions.

Our F&G segment outsources the following functions to third-party service providers:

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Outlook Stable Stable Positive

Senior Unsecured Notes (2028 maturity) (a)

Not Rated BBB- BBB- Not Rated

CF Bermuda Holdings Limited

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Issuer Credit / Default Rating BBB- BBB- BBB Not Rated

Outlook Stable Stable Stable

Outlook Positive Stable Stable

Senior Unsecured Notes BBB- BBB BBB Baa2

Outlook Stable Stable

Outlook Positive Stable

Operating Subsidiary Ratings

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Financial Strength Rating A- A- A- Baa1

Outlook Stable Stable Stable Positive

Outlook Positive Stable Stable Positive

Fidelity & Guaranty Life Insurance Company of New York

Financial Strength Rating A- A- A- Not Rated

Outlook Stable Stable Stable

Outlook Positive Stable Stable

F&G Life Re Ltd

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Risk Factors”.

Potential Impact of a Ratings Downgrade.

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, we have agreed to maintain certain financial strength ratings.

Please refer to Note F .

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.

Please refer to Note F 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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Risk management is a critical part of our business.

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.

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.

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.

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A description of significant ceded reinsurance transactions appears below.

Wilton RE Transaction.

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.

Wilton Reinsurance Transaction.

Pursuant to the agreed upon terms, Wilton Reassurance Company ("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.

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therefore, deposit accounting is applied.

Canada Life Transaction .

Canada Life Reinsurance 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 GMWB.

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therefore, deposit accounting is applied.

Kubera Reinsurance Transactions.

Kubera & Somerset Reinsurance Transactions.

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.

Effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd.

("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.

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

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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 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 Reinsurance Transaction.

FGL Insurance has a reinsurance agreement with ASPIDA Life Re Ltd.

(“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.

New Reinsurance Transaction.

Effective December 31, 2022, FGL Insurance entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd.

(“New Re”), a third-party reinsurer and wholly owned subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (d/b/a Munich Re), to cede certain fixed index annuity policies.

The CARVM Facility.

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The New York State Department of Financial Services (“NYDFS”) regulates the operations of FGL NY Insurance.

The purpose of these regulations is primarily to protect policyholders and beneficiaries and not general creditors and shareholders of those insurers.

The purpose of these regulations is primarily to protect

policyholders and beneficiaries and not general creditors and shareholders of those insurers.

Many of the laws and regulations to which FGL Insurance and FGL NY Insurance are subject are regularly re-examined and existing or future laws and regulations may become more restrictive or otherwise adversely affect their operations.

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As of the most recent annual statutory financial statements filed with insurance regulators, the RBC ratios for FGL Insurance and FGL NY Insurance each exceeded the minimum RBC requirements.

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 RBC ratio above our 400% target for FGL Insurance.

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

FGL Insurance's estimated U.S.

RBC ratio was approximately 440% target for the year ended December 31, 2022.

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, 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 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.

As of December 31, 2022, FGL Insurance, FGL NY Insurance and Raven Re had three, four and three ratios outside the usual

range, respectively.

The IRIS ratios for net income to total income (including realized capital gains and losses), change in premium and change in product mix for FGL Insurance were outside the usual range.

The IRIS ratios for net change in capital and surplus, gross change in capital and surplus, net income to total income (including realized capital gains and losses) and change in reserving ratio for FGL NY Insurance were outside the usual range.

The IRIS ratios for net income to total income (including realized capital gains and losses), adequacy of investment income and change in premium 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.

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.

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.

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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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.

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.

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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.

We may offer certain insurance and annuity products to employee benefit plans governed by ERISA and/or the Internal Revenue Code (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.

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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.

Several states have adopted the revised NAIC model regulation, including FGL Insurance’s domiciliary state of Iowa.

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

FGL NY Insurance separately instituted new business procedures in response to the NYDFS best interest rule adopted in August 2019, which survived a legal challenge and deviates from the NAIC model regulation and is considered more onerous in certain respects including its broader application to life insurance sales.

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 investment advice rule reinstates the five-part test for determining whether a person is considered a fiduciary for purposes of ERISA and the 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 individual retirement account ("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.

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 individual retirement account (“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.

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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.

F&G Life Re is regulated by the Bermuda Monetary Authority (“BMA”).

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.

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The Insurance Act provides that the value of the assets of an insurer must exceed the value of its liabilities by an amount greater than its prescribed minimum solvency margin.

The minimum solvency margin that must be maintained by a Class C insurer is the greater of:

The minimum solvency margin that must be maintained by a Class E insurer is the greater of:

(i) $8,000,000;

(ii) 1.5% of assets;

(ii) 2% of first $500,000,000 of assets plus 1.5% of assets above $500,000,000;

and (iii) 25% of that insurer’s enhanced capital requirement (“ECR”).

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Regulation - Cayman.

F&G Cayman Re Ltd.

("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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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.

While our title insurance products and services are not materially impacted by climate change, we believe that 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.

Additional information regarding our ESG efforts and commitment to sustainable business practices can be found on our sustainability page at www.fnf.com.

FNF’s core ESG commitments include:

Protecting Property Owners:

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

Our policyholders depend on the strength and security of a reputable title insurance company to protect their home for years to come.

As a provider of title insurance, we protect the rights of the insured – both residential and commercial property owners – against unexpected legal and financial claims that may arise after closing.

Data Privacy and Fraud Protection:

The safety and security of our policyholders, customers, vendors and employees is one of our top priorities.

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.

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

Preserving the Environment:

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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.

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

Supporting Our Employees and Communities:

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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.

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

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

Human Capital Resources

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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.

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

None of our employees are subject to collective bargaining agreements.

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42% percent of the members of FNF’s Executive Team are women;

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

and 68% of FNF’s Non-Executive Managers are

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.

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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.

FNF offers a variety of training and educational opportunities for employees including, but not limited to, 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.

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

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

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

• regulatory investigations of the title insurance industry;

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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;

• changes in general economic, business, and political conditions, including changes in the financial markets related to 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;

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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