What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-27 compared with 2022-02-25 · 596 added, 518 removed, 1979 unchanged (36% of the section changed)

150 unchanged sentences

Property and equipment, net 179 185

Assets of discontinued operations — 327

Total assets $ 65,589 $ 60,690

10 unchanged sentences

Deferred tax liability 71 205

Liabilities of discontinued operations — 361

Total liabilities 59,610 51,233

15 unchanged sentences

Total liabilities and equity $ 65,589 $ 60,690

See Notes to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

37 unchanged sentences

Weighted average shares outstanding FNF common stock, diluted basis 277 287 286

See Notes to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

11 unchanged sentences

Change in reinsurance liabilities held at fair value resulting from a change in the instrument-specific credit risk (5) — 3 ( 3 )

Other comprehensive earnings attributable to non-controlling interest (6) 29 — —

Minimum pension liability adjustment (7) 5 ( 7 ) 14

Other comprehensive (loss) earnings ( 3,641 ) ( 525 ) 1,261

Comprehensive earnings 1,917 2,713 1,132

Comprehensive (loss) earnings ( 2,489 ) 1,917 2,713

Comprehensive earnings attributable to non-controlling interests 16 20 25

Comprehensive earnings attributable to Fidelity National Financial, Inc.

Comprehensive (loss) earnings attributable to Fidelity National Financial, Inc.

common shareholders $ ( 2,505 ) $ 1,897 $ 2,688

1 unchanged sentence

(2) Net of income tax expense of $ 3 million, $ 7 million, and $ 1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

(3) Net of income tax (benefit) expense of less than $(1) million, $ 1 million, and $ 1 million for the years ended December 31, 2021, 2020, and 2019, respectively.

(4) Net of income tax expense of $ 33 million, $ 18 million and $ 3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

(3) Net of income tax (benefit) expense of $( 4 ) million, $ 0 million, and $ 1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

(4) Net of income tax expense (benefit) of $ 60 million, $( 33 ) million and $( 18 ) million for the years ended December 31, 2022, 2021 and 2020, respectively.

(5) Net of income tax expense (benefit) of $ 1 million and $( 1 ) million for the years ended December 31, 2021, and 2020, respectively.

(6) Net of income tax (benefit) expense of $( 2 ) million and $ 4 million for the years ended December 31, 2021 and December 31, 2020, respectively.

See Notes to Consolidated Financial Statements

(6) Net of income tax expense of $ 8 million for the year ended December 31, 2022.

(7) Net of income tax expense (benefit) of $ 2 million, $( 2 ) million and $ 4 million for the years ended December 31, 2022, 2021, and 2020, respectively.

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

10 unchanged sentences

Exercise of stock options 3 — 62 — — — — — 62

Purchase of additional share in consolidated subsidiaries — — 4 — — — — ( 18 ) ( 14 ) —

F&G Acquisition 25 — 827 — — 7 ( 217 ) — 610

Purchase of ServiceLink noncontrolling interest — — 211 — — — — 47 258 ( 344 )

Issuance of restricted stock 2 — — — — — — — — —

Treasury stock repurchased — — — — — 7 ( 244 ) — ( 244 ) —

2 unchanged sentences

Other comprehensive earnings - unrealized gain on foreign currency translation — — — — 10 — — — 10 —

Other comprehensive earnings - minimum pension liability adjustment — — — — 14 — — — 14

Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — ( 73 ) — — — ( 73 ) —

Stock-based compensation — — 39 — — — — — 39 —

Shares withheld for taxes and in treasury — — — — — 1 ( 15 ) — ( 15 ) —

Dividends declared — — — ( 389 ) — — — — ( 389 ) —

Shares withheld for taxes and in treasury — — — — — — ( 8 ) — ( 8 ) —

Change in reinsurance liabilities held at fair value resulting from change in instrument-specific credit risk ( 3 ) ( 3 )

Subsidiary dividends declared to non-controlling interests — — — — — — — ( 14 ) ( 14 ) —

2 unchanged sentences

Exercise of stock options 2 — 50 — — — — — 50 —

F&G Acquisition 25 — 827 — — 7 ( 217 ) — 610 —

Purchase of ServiceLink noncontrolling interest — — 211 — — — — 47 258 ( 344 )

Treasury stock repurchased — — — — — 10 ( 461 ) — ( 461 ) —

Issuance of restricted stock 1 — — — — — — — — —

Purchase of incremental share in consolidated subsidiaries — — — — — — — 1 1

Other comprehensive earnings — unrealized gain on investments and other financial instruments — — — — ( 413 ) — — — ( 413 ) —

10 unchanged sentences

Balance, December 31, 2021 $ 325 $ — $ 5,811 $ 4,369 $ 779 42 $ ( 1,545 ) $ 43 $ 9,457 $ —

See Notes to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

9 unchanged sentences

Exercise of stock options 2 — 39 — — — — — 39

Non-controlling interest associated with current period acquisitions 45 45

Treasury stock repurchased — — — — — 13 ( 549 ) — ( 549 )

9 unchanged sentences

Shares withheld for taxes and in treasury — — — — — — ( 15 ) — ( 15 )

Change in reinsurance liabilities held at fair value resulting from change in instrument-specific credit risk — — — — 3 — — — 3

Distribution of 15 % of the common stock of F&G

— — ( 19 ) ( 301 ) — — — 320 —

Other comprehensive earnings attributable to non-controlling interest — — — — 29 — — ( 29 )

Subsidiary dividends declared to non-controlling interests — — — — — — — ( 24 ) ( 24 )

1 unchanged sentence

Balance, December 31, 2022 328 $ — $ 5,876 $ 4,714 $ ( 2,862 ) 55 $ ( 2,109 ) $ 360 $ 5,979

See Notes to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

9 unchanged sentences

Equity in earnings of unconsolidated affiliates ( 15 ) ( 64 ) ( 15 )

(Gain) loss on sales of investments and other assets and asset impairments, net ( 588 ) 80 10

Loss (gain) on sales of investments and other assets and asset impairments, net 533 ( 588 ) 80

Loss on sale of businesses — 14 9

12 unchanged sentences

Change in funds withheld from reinsurers 2,056 850 ( 15 )

Net increase in trade receivables ( 120 ) ( 83 ) ( 36 )

Net increase in reserve for title claim losses 260 114 21

Net decrease (increase) in trade receivables 178 ( 120 ) ( 83 )

Net (decrease) increase in reserve for title claim losses ( 73 ) 260 114

Net change in income taxes 25 ( 18 ) 24

3 unchanged sentences

Proceeds from sales, calls and maturities of investment securities 6,340 9,796 3,592

Proceeds from sales of property and equipment — 9 4

Fundings of Cannae Holdings Inc.

note receivable — — ( 200 )

Proceeds from repayments of Cannae Holdings Inc.

note receivable — — 200

Fundings of notes receivable ( 99 ) — —

Additions to property and equipment and capitalized software ( 138 ) ( 131 ) ( 110 )

Purchases of investment securities ( 13,148 ) ( 16,014 ) ( 4,959 )

Net proceeds from (purchases of) sales and maturities of short-term investment securities 266 145 ( 395 )

Net (purchases of) proceeds from sales and maturities of short-term investment securities ( 2,571 ) 266 145

F&G acquisition — — ( 1,076 )

25 unchanged sentences

Purchases of treasury stock ( 553 ) ( 463 ) ( 236 )

Other financing activity — — ( 10 )

Net cash provided by (used in) financing activities 5,000 2,096 ( 482 )

Net increase in cash and cash equivalents 1,641 1,343 119

Net cash provided by financing activities 4,095 5,000 2,096

Net (decrease) increase in cash and cash equivalents ( 2,074 ) 1,641 1,343

Cash and cash equivalents at beginning of period 4,360 2,719 1,376

Cash and cash equivalents at end of period $ 2,286 $ 4,360 $ 2,719

See Notes to Consolidated Financial Statements

See accompanying Notes to Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC.

9 unchanged sentences

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").

For information about our reportable segments refe r to Note J Seg ment Information .

Recent Developments

3.20 % Senior Notes

On September 17, 2021, we completed our underwritten public offering of $ 450 million aggregate principal amount of our 3.20 % Notes due 2051 (the " 3.20 % Notes"), pursuant to our registration statement on Form S-3 (File No.

333-239002) and the related prospectus supplement.

The net proceeds from the registered offering of the 3.20 % Notes were approximately $ 443 million, after deducting underwriting discounts, commissions and offering expenses.

We plan to use the net proceeds from the offering for general corporate purposes.

For further information related to the 3.20 % Notes, refer to Note G Notes Payable .

Approval of the 2021 Repurchase Program

On August 3, 2021, our Board of Directors approved a new three -year stock repurchase program effective August 3, 2021 (the "2021 Repurchase Program") under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024.

We may make repurchases from time to time in the open market, in block purchases or in privately negotiated transactions, depending on market conditions and other factors.

Merger of Alight, Inc.

("Alight") and Foley Trasimene Acquisition Corp.

On January 25, 2021, each of our wholly-owned subsidiaries, FNTIC, Commonwealth Title and Chicago Title (collectively, the "FTAC Subscribers") entered into common stock subscription agreements (the "FTAC Subscription Agreements") with Alight (f/k/a Acrobat Holdings, Inc.) and FTAC to purchase in the aggregate $ 150 million (the "Alight Purchase Price") of Class A Common Stock, par value $ .001 per share, of Alight at a purchase price of $ 10.00 per share.

On June 29, 2021, we funded the Alight Purchase Price.

Additionally, Alight paid the FTAC Subscribers a fee of 2.5 % of the Alight Purchase Price upon closing of the transactions in accordance with the Business Combination Agreement dated January 25, 2021, as amended and restated April 29, 2021, by and among FTAC, Alight and other parties thereto .

On July 2, 2021, FTAC merged with Alight.

The combined company operates as Alight, Inc.

and is traded on the New York Stock Exchange ("NYSE") under the symbol "ALIT." As of December 31, 2021 our shares of Alight are fully registered and are included in equity securities within the accompanying Consolidated Balance Sheets.

F&G Enters Funding Agreement Backed Note ("FABN") Market

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

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

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

In January 2022, we issued an additional $ 400 million funding agreement.

F&G Enters Pension Risk Transfer ("PRT") Market

In July 2021, we entered the PRT 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 PRT transactions which represent pension obligations of $ 1.1 billion.

Merger of Paysafe Limited ("Paysafe") and Foley Trasimene Acquisition Corp.

II ("FTAC II")

On December 7, 2020, each of our wholly-owned subsidiaries, FNTIC, Commonwealth Title, Chicago Title and F&G (collectively, the "FTAC II Subscribers"), entered into common stock subscription agreements with Paysafe and FTAC II to purchase in the aggregate $ 500 million (the "Paysafe Purchase Price") of common shares, par value $ 0.001 per share, of Paysafe at a purchase price of $ 10.00 per share ("the PIPE Investment").

On March 30, 2021, FTAC II merged with Paysafe, an exempted limited company incorporated under the laws of Bermuda and a leading integrated payments platform (the "FTAC II Paysafe Merger"), in accordance with the agreement and plan of merger dated December 7, 2020.

The newly combined company operates as Paysafe and is traded on the NYSE under the symbol PSFE.

The FTAC II Paysafe Merger was funded with the cash held in trust at FTAC II, forward purchase commitments, private investment in public equity ("PIPE") commitments and equity of Paysafe.

On March 30, 2021, the FTAC II Subscribers funded the Paysafe Purchase Price and received 50 million common shares of Paysafe.

As of December 31, 2021, we hold approximately 7 % of the outstanding common shares of Paysafe, which are included in equity securities in the accompanying Consolidated Balance Sheets.

In connection with the PIPE Investment, we received a fee of 1.6 % of the Paysafe Purchase Price as described in the agreement and plan of merger dated December 7, 2020.

7.40 % F&G Senior Notes

On January 13, 2023, F&G completed its issuance and sale of $ 500 million aggregate amount of its 7.40 % Senior Notes due 2028 (the " 7.40 % F&G Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The 7.40 % F&G Notes are the senior unsecured, unsubordinated obligations of F&G and are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of its obligations under the F&G Credit Agreement (the “Guarantors”).

F&G intends to use the net proceeds from the offering of the 7.40 % F&G Notes for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements.

The interest rate payable on the 7.40 % F&G Notes will be subject to adjustment from time to time if either S&P or Fitch (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit ratings assigned to the 7.40 % F&G Notes.

Acquisition of TitlePoint

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 225 million in cash, subject to a customary working capital adjustment.

TitlePoint enables searches for detailed property information, images of documents and maps from hundreds of counties across the U.S and is a leader in the science of real estate property research technology.

F&G Distribution

On December 1, 2022, we completed our previously announced separation and distribution 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 common stock, par value $ 0.0001 per share, of FNF (“FNF Common Stock”) as a dividend to each holder of shares of FNF Common Stock as of the close of business on November 22, 2022, the record date for the Distribution.

As a result of the F&G Distribution, F&G is a separate, publicly traded company and its businesses, assets and liabilities are expected to primarily 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 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.

F&G Credit Facility

On November 22, 2022, F&G entered into a Credit Agreement (the "F&G Credit Agreement") with certain lenders (the "Lenders") and Bank of America, N.A.

as administrative agent (the "Administrative Agent"), swing line lender and an issuing

bank, pursuant to which F&G has an available unsecured revolving credit facility (the "F&G Credit Facility") in an aggregate principal amount of $ 550 million to be used for working capital and general corporate purposes.

As of December 31, 2022, the F&G Credit Facility was fully drawn with $ 550 million outstanding, offset by approximately $ 3 million of unamortized debt issuance costs.

A net partial paydown of $ 35 million was made on January 6, 2023 and, on February 21, 2023, F&G entered into an amendment (the "First Amendment") to the F&G Credit Agreement (the "Amended F&G Credit Agreement").

The First Amendment increased the aggregate principal amount of commitments under the F&G Credit Facility by $ 115 million to $ 665 million.

For further information related to the F&G Credit Facility, refer to Note G Notes Payable .

Repayment of 5.50 % Senior Notes

On September 1, 2022, we repaid the remaining $ 400 million in outstanding principal amount of our 5.50 % Senior Notes due September 2022.

Acquisition of AllFirst Title Insurance Agency ("AllFirst")

On August 9, 2022, we acquired approximately 74 % of the outstanding equity of AllFirst for approximately $ 130 million in cash consideration.

On December 19, 2022, we purchased an additional 6 % of the outstanding equity of AllFirst for approximately $ 10 million in cash consideration.

AllFirst and its portfolio brands, FirsTitle, Excel Title Group, Allegiance Title Company, Guaranty Title, Smith Brothers Abstract, Aggieland Title Company, and Guaranty Title New Mexico provide title examination, title plant, abstract, and settlement services for residential, commercial, farm and ranch sales, and energy projects in 121 counties throughout Texas, Oklahoma, New Mexico, and Arkansas.

For further information related to the acquisition of AllFirst, refer to Note B Acquisitions.

Note Receivable from Cannae

In November 2017, in conjunction with the split-off of our former portfolio company investments into a separate company, Cannae Holdings, Inc.

("Cannae"), we issued to Cannae a revolver note, which we and Cannae amended and restated on May 12, 2022 (as amended and restated, the "Cannae Revolver").

The Cannae Revolver in the aggregate principal amount of up to $ 100 million accrues interest quarterly at the Adjusted Term SOFR Rate, as defined in the Amended and Restated Revolver Note, plus 450 basis points and matures on November 17, 2025.

The maturity date is automatically extended for additional five-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion.

During the year ended December 31, 2022, Cannae borrowed approximately $ 85 million under the Cannae Revolver.

We account for the Cannae Revolver as a financing receivable.

Interest income is recorded ratably in periods in which principal is outstanding.

Uncollectible financing receivables are written off or impaired when, based on all available information, it is probable that a loss has occurred.

Principles of Consolidation and Basis of Presentation

2 unchanged sentences

In our title segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned.

Earnings attributable to noncontrolling interests are recorded on the Consolidated Statements of Earnings relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period.

We are also involved in certain entities that are considered variable interest entities ("VIEs") as defined under GAAP.

Earnings attributable to noncontrolling interests recorded on the Consolidated Statements of Earnings represents the portion of a majority-owned subsidiary's net earnings or loss that is owned by noncontrolling shareholders of the subsidiary.

Noncontrolling interest recorded on the Consolidated Balance Sheets represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders.

We are involved in certain entities that are considered variable interest entities ("VIEs") as defined under GAAP.

Our involvement with VIEs is primarily to invest in assets that allow us to gain exposure to a broadly diversified portfolio of asset classes.

A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support, where investors lack certain characteristics of a controlling financial interest, or where the entity is structured with non-substantive voting rights.

We assess our relationships to determine if we have the ability to direct the activities, or otherwise exert control, to evaluate if we are the primary beneficiary of the VIE.

We assess our relationships with VIEs to evaluate if we are the primary beneficiary of the VIE.

If we determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our Consolidated Financial Statements.

2 unchanged sentences

Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements.

Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) ("AOCI"), net of associated adjustments for deferred acquisition costs ("DAC"), value of business acquired ("VOBA"), deferred sales inducements ("DSI"), unearned revenue ("UREV"), Statement of Position 03-1, “ Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts ,” ("SOP 03-1") reserves, and deferred income taxes.

Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for

expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) ("AOCI"), net of associated adjustments for deferred acquisition costs ("DAC"), value of business acquired ("VOBA"), deferred sales inducements ("DSI"), unearned revenue ("UREV"), Statement of Position 03-1, “ Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts ,” ("SOP 03-1") reserves, and deferred income taxes.

Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable.

We recognize investment income on fixed maturities based on the interest method, which results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value.

Changes in prepayment ass umptions are accounted for prospectively.

In our title segment, realized gains and losses on sales of our fixed maturity securitie s are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis.

Our F&G segment uses FIFO cost basis and generally records security transactions on a trade date basis except for private placements, which are recorded on a settlement date basis.

Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of

Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

Fixed maturity securities AFS are subject to an allowance for credit loss and changes in the allowance are reported in net earnings as a component of Recognized gains and losses, net.

For details on our policy around allowance for expected credit losses on available-for-sale securities, refer to Note E Investments.

1 unchanged sentence

Equity and prefer red securities held are carried at fair value as of the balance sheet dates.

The fair values of our equity and preferred securities are based on quoted prices in active markets, or are valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable.

Changes in fair value and realized gains and losses on sales of our preferred and equity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

Recognized gains and losses on sales of our preferred and equity securities are credited or charged to income on a trade date basis, unless the security is a private placement in which case settlement date basis is used.

Recognized gains and losses on sales of our preferred and equity securities are credited or charged to earnings on a trade date basis, unless the security is a private placement in which case settlement date basis is used.

Interest and dividend income from these investments is reported in Interest and investment income in the accompanying Consolidated Statements of Earnings.

Derivative Financial Instruments

8 unchanged sentences

Reinsurance Related Embedded Derivatives

As discussed in Note O Reinsurance , F&G entered into reinsurance agreements with Kubera Insurance (SAC) Ltd.

("Kubera"), effective December 31, 2018, and ASPIDA Life Re Ltd ("Aspida Re"), effective January 1, 2021, to cede certain multi-year guaranteed annuities ("MYGA") and deferred annuity GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

As discussed in Note O F&G Reinsurance , F&G entered into reinsurance agreements with Kubera Insurance (SAC) Ltd.

("Kubera"), effective December 31, 2018, and ASPIDA Life Re Ltd ("Aspida Re"), effective January 1, 2021, and amended in August 2021 and September 2022, to cede a quota share of certain deferred annuity and multi-year guaranteed annuities ("MYGA") and deferred annuity "), respectively, GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.

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

11 unchanged sentences

Commercial mortgage loans are rated for the purpose of quantifying the level of risk.

Loans are placed on a watch list when the debt service coverage ("DSC") ratio falls below and the loan-to-value ("LTV") ratios exceeds certain thresholds.

Loans are placed on a watch list when the debt service coverage ("DSC") ratio falls below certain thresholds and the loan-to-value ("LTV") ratios exceeds certain thresholds.

Loans on the watchlist are closely monitored for collateral deficiency or other credit events that may lead to a potential loss of principal or interest.

3 unchanged sentences

Generally, nonperforming residential mortgage loans have a higher risk of experiencing a credit loss.

consider residential mortgage loans that are 90 or more days past due and have an LTV greater than 90% to be foreclosure probable.

We consider residential mortgage loans that are 90 or more days past due and have an LTV greater than 90% to be foreclosure probable.

Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding.

2 unchanged sentences

Loan commitment fees are deferred and amortized on an effective yield basis over the term of the loan.

Interest income, amortization of premiums and discounts, prepayment fees, and loan commitment fees are reported in Interest and investment income in the accompanying Consolidated Statements of Earnings.

Short-term investments

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

Short-term investments consist of financial instruments with an original maturity of one year or less when purchased and include short-term fixed maturity securities and money market instruments, which are carried at fair value, and short-term loans, which are carried at amortized cost, which approximates fair value.

Investments in Unconsolidated Affiliates

In our F&G segment, we account for our investments in unconsolidated affiliates (primarily limited partnerships) using the equity method and use net asset value ("NAV") as a practical expedient to determine the carrying value.

In our F&G segment, we primarily account for our investments in unconsolidated affiliates (primarily limited partnerships) using the equity method, where the cost is initially recorded as an investment in the entity.

Adjustments to the carrying amount reflect our pro rata ownership percentage of the operating results as indicated by NAV in the limited partnership financial statements.

Income from investments in unconsolidated affiliates is included within Interest and investment income in the accompanying Consolidated Statements of Earnings.

Recognition of income is delayed due to the availability of the related financial statements, which are obtained from the general partner generally on a one to three-month delay.

Recognition of income and adjustments to the carrying amount are delayed due to the availability of the related financial statements, which are obtained from the general partner generally on a one to three-month delay.

Management meets quarterly with the general partner to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income.

4 unchanged sentences

Amortization of premiums and accretion of discounts on investments in fixed maturity securities are reflected in Interest and investment income over the contractual terms of the investments, and for callable investments at a premium, based on the earliest call date of the investments, in a manner that produces a constant effective yield.

For mortgage-backed and asset-backed securities, included in the fixed maturity securities portfolios, we recognize income using a constant effective yield based on anticipated cash flows and the estimated economic life of the securities.

When actual prepayments differ significantly from originally anticipated prepayments, the effective yield is recalculated prospectively to reflect actual payments to date plus anticipated future payments.

Any adjustments resulting from changes in effective yield are reflected in Interest and investment income.

Interest and investment income is presented net of earned investment management fees.

For mortgage-backed and asset-backed securities, included in the fixed maturity securities portfolios, one of two models may be used to recognize interest income.

For higher rated securities, interest income will be estimated based on an effective yield that considers cash flows received to date plus current expectations of future cash flows.

For all other securities, interest income will be estimated based upon an effective yield that considers current expectations of future cash flows.

For both interest income models, the estimated future cash flows include assumptions regarding the performance of the underlying collateral pool.

Interest and investment income is presented net of earned investment management fees and the effects of certain reinsurance contracts.

Cash and Cash Equivalents

14 unchanged sentences

Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values.

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values.

Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired.

9 unchanged sentences

We completed annual goodwill impairment analyses in the fourth quarter of each period presented using a September 30 measurement date.

For the years ended December 31, 2021, 2020 and 2019, we determined there were no events or circumstances which indicated that the carrying value of a reporting unit exceeded the fair value.

For the years ended December 31, 2022, 2021 and 2020, we determined there were no events or circumstances that indicated that the carrying value of a reporting unit exceeded the fair value.

VOBA, DAC and DSI

Our intangible assets include an intangible asset reflecting the value of insurance and reinsurance contracts acquired (hereafter referred to as VOBA, DAC, and DSI).

Our intangible assets include the value of insurance and reinsurance contracts acquired (hereafter referred to as VOBA), DAC, and DSI.

VOBA is an intangible asset that reflects the amount recorded as insurance contract liabilities less the estimated fair value of in-force contracts (“VIF”) in a life insurance company acquisition.

5 unchanged sentences

DSI represents up front bonus credits and vesting and persistency bonuses to policyholder account values, which may be deferred to the extent recoverable.

The methodology for determining the amortization of DAC, DSI and VOBA varies by product type.

The methodology for determining the amortization of VOBA, DAC and DSI varies by product type.

For all insurance contracts accounted for under long-duration contract deposit accounting, amortization is based on assumptions consistent with those used in the development of the underlying contract liabilities, adjusted for emerging experience and expected trends.

For all of the insurance intangibles (DAC, DSI and VOBA), the balances are generally amortized over the lives of the policies in relation to the expected emergence of estimated gross profits (“EGPs”) from investment income, surrender charges and other product fees, less policy benefits, maintenance expenses, mortality, and expense margins.

Recognized gains (losses) on investments and changes in fair value of the embedded derivative on our FIA and IUL products are included in actual gross profits in the period realized as described further below.

For all of the insurance intangibles (VOBA, DAC and DSI), the balances are generally amortized over the lives of the policies in relation to the expected emergence of estimated gross profits (“EGPs”) from investment income, surrender charges and other product fees, less policy benefits, maintenance expenses, mortality, and expense margins.

Recognized gains (losses) on investments, changes in fair value of derivatives and changes in fair value of the embedded derivative on our FIA and IUL products are included in actual gross profits in the period realized as described further below.

Amortization is reported within Depreciation and amortization in the accompanying Consolidated Statements of Earnings.

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Any adjustment in estimated future gross profits requires that the amortization rate be revised (“unlocking”) retroactively to the date of the contract issuance or acquisition date with respect to VOBA.

The cumulative unlocking adjustment is recognized as a component of current period amortization.

Amortization expense of VOBA, DAC and DSI reflects an assumption for an expected level of credit-related investment losses.

When actual credit-related investment losses are realized, we perform a retrospective unlocking of amortization for those intangibles as actual margins vary from expected margins.

This unlocking is reflected within Depreciation and amortization in the accompanying Consolidated Statements of Earnings.

For investment-type products, the VOBA, DAC and DSI assets are adjusted for the impact of unrealized gains (losses) on available-for-sale ("AFS") investments as if these gains (losses) had been realized, with corresponding credits or charges included in AOCI ("shadow adjustments").

The cumulative unlocking adjustment is recognized as a component of current period amortization and reflected within Depreciation and amortization in the accompanying Consolidated Statements of Earnings.

For investment-type products, the VOBA, DAC and DSI assets are adjusted for the impact of unrealized gains (losses) on AFS investments as if these gains (losses) had been realized, with corresponding credits or charges included in AOCI ("shadow adjustments").

Other Intangible Assets

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We do not capitalize any costs once the software is ready for its intended use.

We recorded no impairment expense to other intangible assets during the years ended December 31, 2021, 2020, or 2019.

We recorded $ 14 million in impairment expense to other intangible assets in our F&G segment for the year ended December 31, 2022.

We recorded no impairment expense to other intangible assets during the years ended December 31, 2021, and 2020.

Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches.

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Title plants are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable.

We recorded $ 1 million in impairment expense to title plants during the year ended December 31, 2019, for two title plants, which are no longer in use.

We reviewed title plants for impairment but recorded no impairment expense related to title plants in the years ended December 31, 2021 or 2020.

We reviewed title plants for impairment for the years ended December 31, 2022, 2021 and 2020 and identified and recorded impairment expense of $ 1 million in the year ended December 31, 2022 and reco rded no impair ment expense related to title plants in the years ended December 31, 2021 or 2020.

Property and Equipment

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See a description of the fair value methodology used in Note D Fair Value of Financial Instruments .

Liabilities for the Guaranteed Minimum Withdrawal Benefits ("GMWB") and Guaranteed Minimum Death Benefit ("GMDB") riders on FIA and DA products are calculated by multiplying the benefit ratio by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative guaranteed minimum withdrawal and death benefit payments plus interest.

Liabilities for the Guaranteed Minimum Withdrawal Benefits ("GMWB") and Guaranteed Minimum Death Benefit ("GMDB") riders on FIA and fixed rate annuity products are calculated by multiplying the benefit ratio by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative guaranteed minimum withdrawal and death benefit payments plus interest.

The benefit ratio is the ratio of the present value of future guaranteed minimum withdrawal and death benefit payments to the present value of the assessments used to provide the guaranteed minimum withdrawal and death benefit payments using the same assumptions as we use for our intangible assets.

If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of DAC, DSI and VOBA.

The accounting for these GMWB and GMDB benefit liabilities (also referred to as SOP 03-1 liabilities) impact EGPs used to calculate amortization of DAC, DSI and VOBA.

If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of VOBA, DAC and DSI.

The accounting for these GMWB and GMDB benefit liabilities (also referred to as "SOP 03-1 liabilities") impact EGPs used to calculate amortization of VOBA, DAC and DSI.

The related reserve is adjusted for the impact of unrealized gains (losses) on AFS investments as if these gains (losses) had been realized, with corresponding credits or charges included in AOCI ("shadow adjustments").

Contractholder funds include funds related to funding agreements that have been issued pursuant to the FABN Program as well as to the Federal Home Loan Bank of Atlanta (" FHLB"), the latter being in the form of advances.

Single premiums were received at the initiation of the funding agreements.

As of December 31, 2021, we had approximately $ 1,900 million outstanding under the FABN program, which provides for semi-annual interest payments with principal maturities.

Contractholder funds include funds related to funding agreements that have been issued pursuant to the FABN Program as well as to the Federal Home Loan Bank of Atlanta (" FHLB").

Single premiums are received at the initiation of the funding agreements.

As of December 31, 2022 and December 31, 2021, we had approximately $ 2,200 million and $ 1,900 million outstanding under the FABN Program, respectively, which provides for semi-annual interest payments with principal maturities.

Reserves for the FHLB funding agreements totaled $ 1,982 million and $ 1,543 million as of December 31, 2022 and 2021, respectively.

Additionally, on February 18, 2022, F&G executed a $ 200 million short term borrowing with the FHLB that matures on March 4, 2022.

The FHLB agreements provide a guaranteed stream of payments or provide for a bullet payment at maturity with renewal provisions.

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Future Policy Benefits

The liabilities for future policy benefits and claim reserves for traditional life policies, life contingent pay-out annuity policies (which includes PRT annuities with life contingencies) are computed using assumptions for investment yields, mortality and withdrawals, with a provision for adverse deviation, based on generally accepted actuarial methods and assumptions at the time of acquisition or contract issue.

The liabilities for future policy benefits and claim reserves for traditional life policies and life contingent immediate annuity policies (which includes life-contingent PRT annuities) are computed using assumptions for investment yields, mortality and withdrawals, with a provision for adverse deviation, based on generally accepted actuarial methods and

assumptions at the time of acquisition or contract issue.

The investment yield assumption is 4.3 % for traditional direct life reserves for all contracts, 4.1 % for life contingent pay-out annuities, and ranges from 3.6 % to 6.9 % for PRT annuities with life contingencies.

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We periodically review actual and anticipated experience compared to the assumptions used to establish policy benefits.

If the net GAAP liability (gross reserves less DAC, DSI and VOBA) is less than the gross premium liability, impairment is deemed to have occurred, and the DAC, DSI and VOBA asset balances are reduced until the net GAAP liability is equal to the gross premium liability.

If the DAC, DSI and VOBA asset balances are completely written off and the net GAAP liability is still less than the gross premium liability, then an additional liability is recorded to arrive at the gross premium liability.

If the net GAAP liability (gross reserves less VOBA, DAC and DSI) is less than the gross premium liability, impairment is deemed to have occurred, and the VOBA, DAC and DSI asset balances are reduced until the net GAAP liability is equal to the gross premium liability.

If the VOBA, DAC and DSI asset balances are completely written off and the net GAAP liability is still less than the gross premium liability, then an additional liability is recorded to arrive at the gross premium liability.

Reserve for Title Claim Losses

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In our F&G segment, our insurance subsidiaries enter into reinsurance agreements with other companies in the normal course of business.

For arrangements in which F&G follows reinsurance accounting and for most arrangements that are accounted for as separate investment contracts, we present the amounts consistently and on a gross basis in our Consolidated Balance Sheet with the ceded reserves balance presented as a Reinsurance recoverable.

Where applicable, deferred gains associated with the reinsurance of insurance and investment contracts will be included within Accounts payable and accrued expenses with the related accretion reflected within Escrow, title-related and other fees on the Consolidated Balance Sheet and Statement of Earnings, respectively.

Where applicable, deferred costs associated with the reinsurance of insurance and investment contracts will be included within the Prepaid expense and other assets with the related amortization reflected within Other operating expenses in the Consolidated Balance Sheet and Statement of Earnings, respectively.

For arrangements in which F&G follows reinsurance accounting and for most arrangements that are accounted for as separate investment contracts, we present the amounts consistently and on a gross basis in our Consolidated Balance Sheets with the ceded reserves balance presented as a Reinsurance recoverable.

Where applicable, deferred costs associated with the reinsurance of insurance and

investment contracts will be included within the Prepaid expense and other assets with the related amortization reflected within Other operating expenses in the Consolidated Balance Sheets and Statements of Earnings, respectively.

Premium and expense are recorded net of reinsurance ceded for both insurance and investment contracts.

For some arrangements in which deposit accounting is applied or the arrangement is accounted for as a separate investment contract, the assets and liabilities of certain reinsurance contracts are presented on a net basis in the accompanying Consolidated Balance Sheet.

F&G intends to apply the offset where there is a right of offset explicit in the reinsurance agreement.

See Note O Reinsurance for more details over F&G's reinsurance agreements.

The related net investment income, investment gain/loss, and change in reserves are presented net on the accompanying Consolidated Statements of Income.

F&G intends to apply the right of offset where there is a right of offset explicit in the reinsurance agreement.

See Note O F&G Reinsurance for more details over F&G's reinsurance agreements.

Revenue Recognition

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We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share based payments, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.

The net earnings of F&G in our calculation of diluted earnings per share is adjusted for dilution related to certain F&G restricted stock granted to F&G's employees in accordance with ASC 260-10-55-20.

We calculate the ratio of the shares of F&G we own to the total weighted average diluted shares of F&G outstanding and multiply the ratio by F&G's net earnings.

The result is used for F&G's net earnings attributable to FNF included in our consolidated net earnings in the numerator for our diluted EPS calculation.

Restricted stock, options or other instruments, which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share.

There were 1 million antidilutive instruments outstanding for the years ended December 31, 2022 and 2021.

There were no antidilutive instruments outstanding for the year ended December 31, 2019.

Comprehensive Earnings (Loss)

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Balance December 31, 2021 747 43 ( 8 ) ( 3 ) 779

Reclassification adjustments 173 — — — 173

Other comprehensive earnings ( 3,810 ) 9 ( 18 ) 5 ( 3,814 )

Balance December 31, 2022 $ ( 2,890 ) $ 52 $ ( 26 ) $ 2 $ ( 2,862 )

Redeemable Non-controlling Interest

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THL had an option to put its ownership interests of ServiceLink to us if no public offering of the corresponding business was consummated after four years from the date of FNF's purchase of LPS.

The Class A units owned by THL (the "redeemable noncontrolling

interests") could have been settled in cash or common stock of FNF or a combination of both at our election.

The Class A units owned by THL (the "redeemable noncontrolling interests") could have been settled in cash or common stock of FNF or a combination of both at our election.

As of January 2018, no public offering was made and the redeemable noncontrolling interests were no longer subject to a holding requirement.

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Periodically, and at least annually, typically in the third quarter, we review the assumptions associated with reserves for policy benefits, product guarantees, and amortization of intangibles.

Additionally, during the third quarter of 2021, we implemented a new actuarial valuation system.

During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and certain assumptions used to calculate SOP 03-1 liabilities and intangible balances.

These changes, taken together, resulted in an increase in contractholder funds and future policy reserves of $ 96 million and an increase to intangible assets of $ 47 million.

During the third quarter of 2021, we implemented a new actuarial valuation system.

As a result, our third quarter 2021 assumption updates include model refinements and assumption updates resulting from the implementation.

The system implementation and assumption review process that occurred in the third quarter of 2021, included refinements in the calculation of the fair value of the embedded derivative component of our fixed indexed annuities within contractholder funds and updates to the surrender rates, GMWB utilization, IUL premium persistency, maintenance expenses, and earned rate assumptions to reflect our current and expected future experience.

The system implementation and assumption review process that occurred in the third quarter of 2021 included refinements in the calculation of the fair value of the embedded derivative component of our FIAs within contractholder funds and updates to the surrender rates, GMWB utilization, IUL premium persistency, maintenance expenses, and earned rate assumptions to reflect our current and expected future experience.

These changes, taken together, resulted in a decrease in contractholder funds and future policy reserves of $ 425 million and a decrease to intangible assets of $ 136 million.

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There was no material change to underlying policyholder behavior.

The majority of the changes represent one-time adjustments in the third quarter of 2021 related to the cumulative impact of the system implementation and are not expected to re-occur in the future.

The majority of the changes represent one-time adjustments in the

third quarter of 2021 related to the cumulative impact of the system implementation and are not expected to re-occur in the future.

Note B — Acquisitions

On August 9, 2022, we acquired approximately 74 % of the outstanding equity of AllFirst for approximately $ 130 million in cash consideration.

On December 19, 2022, we purchased an additional 6 % of the outstanding equity of AllFirst for approximately $ 10 million in cash consideration.

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").

The purchase price has been allocated to AllFirst's assets acquired and liabilities assumed based on their fair values as of August 9, 2022.

Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired.

Goodwill consists primarily of intangible assets that do not qualify for separate recognition.

The goodwill recorded is expected to be deductible for tax purposes.

In connection with the acquisition, we recorded preliminary fair value estimates for goodwill, other intangibles, other assets, other liabilities and non-controlling interest of $ 105 million, $ 55 million, $ 40 million, $ 19 million and $ 46 million, respectively, as of December 31, 2022.

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the AllFirst acquisition consist of the following (dollars in millions):

Gross Carrying Value Weighted Average

Estimated Useful Life

Other intangible assets:

Customer relationships $ 46 10

Trade name 7 10

Non-compete agreements 1 5

Total Other intangible assets $ 55

On June 1, 2020, we acquired 100 % of the outstanding equity of F&G for approximately $ 2.7 billion pursuant to the Agreement and Plan of Merger, dated February 7, 2020, as amended (the "Merger Agreement").

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Total net consideration paid $ 1,910

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").The purchase price was allocated to F&G's assets acquired and liabilities assumed based on their fair values as of the acquisition date.

Goodwill has been recorded based on the amount that the purchase price exceeds

the fair value of the net assets acquired.

Goodwill consists primarily of intangible assets that do not qualify for separate recognition.

The acquisition was accounted for as a business combination under Topic 805.The purchase price was allocated to F&G's assets acquired and liabilities assumed based on their fair values as of the acquisition date.

Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired.

Goodwill consists primarily of intangible

assets that do not qualify for separate recognition.

The goodwill recorded is not expected to be deductible for tax purposes, except for $ 16 million related to a prior F&G transaction.

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We also recorded, in the same period as the financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, as a result of any changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (dollars in millions):

The following table summarizes the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):

Fixed maturity securities $ 22,389

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F&G's revenues and net earnings for the period from June 1, 2020 through December 31, 2020 of $ 1,233 million and $ 136 million, respectively, are included in the Consolidated Statements of Earnings for the year ended December 31, 2020.

For comparative purposes, selected unaudited pro-forma consolidated results of operations of FNF for the years ended December 31, 2020 and 2019 are presented below.

For comparative purposes, selected unaudited pro-forma consolidated results of operations of FNF for the year ended December 31, 2020 is presented below.

Unaudited pro-forma results presented assume the consolidation of F&G occurred as of January 1, 2019.

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Several lawsuits have been filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its principal (collectively, the “Named Companies”).

Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain through her former company, ANI, or other affiliates to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses.

Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain through her former company, ANI Development LLC (“ANI”), or other affiliates to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses.

Plaintiffs contend they were told that under California state law, alcoholic beverage license applicants are required to deposit into escrow an amount equal to the license purchase price while their applications remain pending with the State.

Plaintiffs further alleged that employees of Chicago Title Company participated with Ms.

Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which the plaintiffs’ funds were deposited.

The following lawsuits are pending in the Superior Court of San Diego County for the State of California and have been set for jury trial on December 2, 2022.

Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which some of the plaintiffs’ funds were deposited.

In connection with the alcoholic beverage license scheme, a lawsuit styled, Securities and Exchange Commission v.

Gina Champion-Cain and ANI Development, LLC , was filed in the United States District Court for the Southern District of California asserting claims for securities fraud against Ms.

Champion-Cain and certain of her affiliated entities.

A receiver was appointed by the court to preserve the assets of the defendant affiliated entities (the “receivership entities”), pay their debts, operate the businesses and pursue any claims they may have against third-parties.

Pursuant to the authority granted to her by the federal court, on January 7, 2022, a lawsuit styled, Krista Freitag v.

Chicago Title Co.

and Chicago Title Ins.

, was filed in San Diego County Superior Court by the receiver on behalf of the receivership entities against the Named Companies.

The receiver seeks compensatory, incidental, consequential, and punitive damages, and seeks the recovery of attorneys’ fees.

In turn, the Named Companies petitioned the Federal Court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted.

On April 26, 2022, the Named Companies reached a global settlement with the receiver and several other investor claimants.

As a condition of the settlement, the Named Companies and the receiver jointly sought court approval of the global settlement and entry of an order barring any claims against the Named Companies related to the alcoholic beverage license scheme.

On November 23, 2022, the federal court overruled any objections by non-joining investors and entered an order approving the global settlement and barring further claims against the Named Companies (“Settlement and Bar Order”).

The receiver is in receipt of the settlement payment from Chicago Title Company and will distribute the amount designated for each non-joining investor at the conclusion of any such investor’s appeal of the Settlement and Bar Order (or back to Chicago Title Company if an appeal is successful).

Some of the investor claimants who objected to entry of the Settlement and Bar Order have appealed the decision to the United States Court of Appeals for the Ninth Circuit by (Cases 22-56206, 22-56208, and 23-55083).

Appellate briefing is expected to take place over the next several months.

The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, all of which involve investor claimants who have claims against the Named Companies, objected to the settlement with the receiver, and have appealed the Settlement and Bar Order.

Since any pending and future claims against the Named Companies are barred, the state court cases where plaintiffs have served a notice of appeal have been stayed pending the outcome of the appeals, and the claims against the Named Companies by non-appealing plaintiffs have been dismissed with prejudice.

While they have not been consolidated into one action, they have been deemed by the court to be related and are assigned to the same judge for purposes of judicial economy.

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Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in San Diego County Superior Court.

Plaintiffs claim losses of more than $ 250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages.

Plaintiffs claim losses of more than $ 250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages, as well as the recovery of attorneys' fees.

The Named Companies have filed a cross-complaint against Ms.

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The Named Companies have reached a conditional settlement with the members of ABC Funding Strategies, LLC plaintiffs under confidential terms.

On March 6, 2020, a lawsuit styled, Wakefield Capital, LLC, Wakefield Investments, LLC, 2Budz Holding, LLC, Doug and Kristine Heidrich, and Jeff and Heidi Orr v.

Chicago Title Co.

and Chicago Title Ins.

, was filed in San Diego County Superior Court.

Plaintiffs claim losses in excess of $ 7 million as a result of the alleged fraud scheme, and also seek punitive damages, recovery of attorneys’ fees, and disgorgement.

On June 29, 2020, a lawsuit styled, Susan Heller Fenley Separate Property Trust, DTD 03/04/2010, Susan Heller Fenley Inherited Roth IRA, Shelley Lynn Tarditi Trust and ROJ, LLC v.

Chicago Title Co., Chicago Title Ins.

Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in San Diego County Superior Court.

Plaintiffs claim losses in excess of $ 6 million as a result of the alleged fraud scheme, and seek statutory, treble, and punitive damages.

The Named Companies have filed a cross-complaint against Ms.

Champion-Cain, and others.

On July 7, 2020, a cross-claim styled, Laurie Peterson v.

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Cross-complaint plaintiff was sued by a bank to recover in excess of $ 35 million that she allegedly guaranteed to repay for certain investments made by the Banc of California in the alcoholic beverage license scheme.

Cross-complaint plaintiff has, in turn, sued the Named

Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees.

The Named Companies have filed a cross-complaint against Ms.

Champion-Cain, and others.

Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees.

The Named Companies filed a cross-complaint against Ms.

Champion-Cain, and others, and the Named Companies were substituted in as the Plaintiff following a settlement with the bank.

On Septemb er 3, 2020, a cross-claim styled, Kim H.

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Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees.

On Octo ber 1, 2020, a lawsuit styled, Ovation Fin.

Holdings 2 LLC, Ovation Fund Mgmt.

II, LLC, Banc of California, N.A.

Chicago Title Ins.

, was filed in San Diego County Superior Court.

Plaintiffs claim losses of more than $ 75 million, as well as consequential and punitive damages.

The Named Companies have filed a cross-complaint against Ms.

Champion-Cain, and others.

The Named Companies have reached a conditional settlement with the Ovation plaintiffs under confidential terms.

On November 2, 2020, a lawsuit styled, C alPrivate Bank v.

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Champion-Cain, and others.

The following matters pending in the Superior Court of San Diego County for the State of California have conditionally settled under confidential terms:

Yuan Yu and Polly Yu v.

Chicago Title Co., et al., and Blake E.

Allred and Melissa M.

Chicago Title Co., et al.

Additionally, in connection with the alcoholic beverage license scheme, the Securities and Exchange Commission (“SEC”) filed a lawsuit in the United States District Court for the Southern District of California against Ms.

Champion-Cain and certain of her affiliated entities asserting claims for securities fraud.

Pursuant to the authority granted to her by the federal court on the SEC action, on January 7, 2022, a lawsuit styled, Krista Freitag v.

Chicago Title Co.

and Chicago Title Ins.

, was filed in San Diego County Superior Court by the receiver on behalf of the receivership entities against the Named Companies.

The receiver seeks compensatory, incidental, consequential, and punitive damages, and seeks the recovery of attorneys’ fees.

In turn, the Named Companies have filed a motion in the SEC action seeking permission to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors.

Chicago Title Company has also resolved a number of other pre-suit claims and previously-disclosed lawsuits from both individual and groups of alleged investors under confidential terms.

Based on the facts and circumstances of the remaining claims, including applicable insurance coverage and the settlements already reached, the Company has recorded reserves included in its reserve for title claim losses which it believes are adequate to cover losses related to this matter, and believes that its reserves for title claim losses are adequate.

Based on the facts and circumstances of the remaining claims, including the settlements already reached, we have recorded reserves included in our reserve for title claim losses, which we believe are adequate to cover losses related to this matter, and believe that our reserves for title claim losses are adequate.

We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses.

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We estimate an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market for that asset or liability in the absence of a principal market as opposed to the price that would be paid to acquire the asset or assume a liability (“entry price”).

We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique.

The three-level hierarchy for fair value measurement is defined as follows:

We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique, along with NAV.

The hierarchy for fair value measurement is defined as follows:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

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Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date based on the best information available in the circumstances.

NAV - Certain equity investments are measured using NAV as a practical expedient in determining fair value.

In addition, our unconsolidated affiliates (primarily limited partnerships) are primarily accounted for using the equity method of accounting with fair value determined using NAV as a practical expedient.

Our carrying value reflects our pro rata ownership percentage as indicated by NAV in the limited partnership financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles.

The underlying investments of the limited partnerships may have significant unobservable inputs, which may include, but are not limited to, comparable multiples and weighted average cost of capital rates applied in valuation models or a discounted cash flow model.

Additionally, management meets quarterly with the general partner to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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December 31, 2022

Level 1 Level 2 Level 3 Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Fair Value

Cash and cash equivalents $ 2,286 $ — $ — $ — $ 2,286

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Derivative investments — 244 — — 244

Reinsurance related embedded derivative, included in other assets — 279 — — 279

Short term investments 2,590 — — — 2,590

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FIA/ IUL embedded derivatives, included in contractholder funds — — 3,115 — 3,115

Reinsurance related embedded derivatives, included in accounts payable and accrued liabilities — 73 — 73 73

Total financial liabilities at fair value $ — $ — $ 3,115 $ — $ 3,115

December 31, 2021

Level 1 Level 2 Level 3 Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Fair Value

Cash and cash equivalents $ 4,360 $ — $ — $ — $ 4,360

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Preferred securities 506 893 2 — 1,401

Subscription agreements (1) — 199 — 199 199

Derivative investments — 816 — — 816

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Total financial assets at fair value $ 6,803 $ 27,948 $ 5,600 $ 48 $ 40,399

Fair value of future policy benefits — — 5 5 5

FIA/ IUL embedded derivatives, included in contractholder funds — — 3,883 — 3,883

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Total financial liabilities at fair value $ — $ 73 $ 3,883 $ — $ 3,956

(1) Included within equity securities in the accompanying Consolidated Balance Sheets as of December 31, 2020.

Valuation Methodologies

Cash and Cash Equivalents

The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value.

Fixed Maturity, Preferred and Equity Securities

We measure the fair value of our securities based on assumptions used by market participants in pricing the security.

The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity or equity security, and we will then consistently apply the valuation methodology to measure the security’s fair value.

The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity, preferred or equity security, and we will then consistently apply the valuation methodology to measure the security’s fair value.

Our fair value measurement is based on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable securities.

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However, we did not adjust prices received from third parties as of December 31, 2022 or December 31, 2021.

Certain equity investments are measured using NAV as a practical expedient in determining fair value.

Derivative Financial Instruments

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The significant unobservable inputs are the budgeted option cost (i.e., the expected cost to purchase call options in future periods to fund the equity indexed linked feature), surrender rates, mortality multiplier and non-performance spread.

The mortality multiplier at December 31, 2021 was applied to the 2012 Individual Annuity mortality tables.

The mortality multiplier at December 31, 2022 and December 31, 2021was applied to the 2012 Individual Annuity mortality tables.

Increases or decreases in the market value of an option in isolation would result in a higher or lower, respectively, fair value measurement.

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Generally, a change in any one unobservable input would not directly result in a change in any other unobservable input.

Also refer to Management's Estimates in Note A Business and Summary of Significant Accounting Policies regarding the implementation of a new actuarial valuation system and assumption updates during the three-months ended September 30, 2021.

Also refer to Management's Estimates in Note A Business and Summary of Significant Accounting Policies regarding updated assumptions during the fourth quarter of 2022 and the implementation of a new actuarial valuation system and assumption updates during third quarter of 2021.

The system implementation and assumption review process included refinements in the calculation of the fair value of the embedded derivative component of our fixed indexed annuities.

The fair value of the reinsurance-related embedded derivatives in the funds withheld reinsurance agreements with Kubera (effective October 31, 2021, this agreement was novated from Kubera to Somerset) and Aspida Re are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities.

The fair value of the assets is based on a quoted market price of similar assets (Level 2), and therefore the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2.

Please see Note O Reinsurance for further discussion on F&G reinsurance agreements.

The fair value of the reinsurance-related embedded derivatives in the funds withheld reinsurance agreements with Kubera Insurance (SAC) Ltd.

("Kubera") (effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd.

("Somerset"), a certified third-party reinsurer) and ASPIDA Life Re Ltd ("Aspida Re") are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities.

The fair value of the assets is based on a quoted market price of similar assets (Level 2) and;

therefore, the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2.

Please see Note O F&G Reinsurance for further discussion on F&G reinsurance agreements.

Other long-term investments

We hold a fund-linked note which provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund.

Fair value of the available-for-sale embedded derivative is based on an unobservable input, the net asset value of the fund at the balance sheet date.

The embedded derivative is similar to a call option on the net asset value of the fund with a strike price of zero since FGL Insurance will not be required to make any additional payments at maturity of the fund-linked note in order to receive the net asset value of the fund on the maturity date.

A Black-Scholes model determines the net asset value of the fund as the fair value of the call option regardless of the values used for the other inputs to the option pricing model.

The net asset value of the fund is provided by the fund manager at the end of each calendar month and represents the value an investor would receive if it withdrew its investment on the balance sheet date.

We hold a fund-linked note that provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund.

Fair value of the embedded derivative is based on an unobservable input, the NAV of the fund at the balance sheet date.

The embedded derivative is similar to a call option on the NAV of the fund with a strike price of zero since Fidelity & Guaranty Life Insurance Company ("FGL Insurance") will not be required to make any additional payments at maturity of the fund-linked note in order to receive the NAV of the fund on the maturity date.

A Black-Scholes model determines the NAV of the fund as the fair value of the call option regardless of the values used for the other inputs to the option pricing model.

The NAV of the fund is provided by the fund manager at the end of each calendar month and represents the value an investor would receive if it withdrew its investment on the balance sheet date.

Therefore, the key unobservable input used in the Black-Scholes model is the value of the fund.

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Municipals 29 Third-Party Valuation Offered quotes 93.95 % - 93.95 % ( 93.95 %)

Residential mortgage-backed securities 302 Broker-quoted Offered quotes 0.00 % - 91.04 % ( 86.38 %)

Foreign Governments 16 Third-Party Valuation Offered quotes 99.78 % - 102.29 % ( 100.56 %)

Short-term 321 Broker-quoted Offered quotes 100.00 % - 100.00 % ( 100.00 %)

Preferred securities 2 Income-Approach Yield 2.43 %

Preferred securities 1 Discounted Cash Flow Discount rate 100.00 %

Equity securities 6 Broker Quoted Offered quotes $ 64.25 - $ 64.25

Equity securities 2 Black Scholes model Risk Free Rate 1.00 % - 1.00 % ( 1.00 %)

Strike Price $ 1.50 - $ 1.50 ($ 1.50 )

Volatility 81.00 % - 81.00 % ( 81.00 %)

Dividend Yield 0.00 % - 0.00 % ( 0.00 %)

Equity securities 4 Discounted Cash Flow Discount rate 11.10 % - 11.10 % ( 11.10 %)

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Available-for-sale embedded derivative 23 Black Scholes model Market value of fund 100.00 %

Secured borrowing receivable 10 Broker-quoted Offered quotes 100.00 % - 100.00 % ( 100.00 %)

Credit Linked Note 15 Broker-quoted Offered quotes 96.23 %

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Total financial assets at fair value $ 8,169

Future policy benefits — Discounted cash flow Non-performance spread 0.50 %

FIA/ IUL embedded derivatives, included in contractholder funds 3,115 Discounted cash flow Market value of option 0.00 % - 23.90 % ( 0.87 %)

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Fair Value at Valuation Technique Unobservable Input(s) Range (Weighted average)

December 31, 2020

(in millions) December 31, 2020

December 31, 2021 December 31, 2021

Asset-backed securities $ 3,844 Broker-quoted Offered quotes 52.56 % - 260.70 % ( 97.06 %)

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Commercial mortgage-backed securities 24 Broker-quoted Offered quotes 126.70 % - 126.70 % ( 126.70 %)

Commercial mortgage-backed securities 11 Third-Party Valuation Offered quotes 97.91 % - 97.91 % ( 97.91 %)

Corporates 380 Broker-quoted Offered quotes — % - 109.69 % ( 100.91 %)

Corporates 901 Third-Party Valuation Offered quotes 88.42 % - 125.83 % ( 109.47 %)

Hybrids 4 Third-Party Valuation Offered quotes 112.06 % - 112.06 % ( 112.06 %)

Municipals 43 Third-Party Valuation Offered quotes 133.53 % - 133.53 % ( 133.53 %)

Residential mortgage-backed securities 483 Broker-quoted Offered quotes 112.58 % - 112.58 % ( 112.58 %)

Foreign governments 17 Third-Party Valuation Offered quotes 107.87 % - 113.80 % ( 109.72 %)

Corporates 741 Third-Party Evaluation Offered quotes 85.71 % - 119.57 % ( 107.72 %)

Corporates 14 Discounted Cash Flow Discount Rate 44.00 % - 100.00 % ( 62.00 %)

Municipals 43 Third-Party Evaluation Offered quotes 135.09 % - 135.09 % ( 135.09 %)

Short-term 321 Broker-quoted Offered quotes 100.00 % - 100.00 % ( 100.00 %)

Foreign governments 18 Third-Party Evaluation Offered quotes 107.23 % - 116.44 % ( 110.11 %)

Preferred Securities 2 Income-Approach Yield 2.43 %

Equity securities 3 Broker-quoted Offered Quotes $ 6.23 - $ 6.23 ($ 6.23 )

Equity securities 2 Black Scholes Model Risk Free Rate 1.00 % - 1.00 % ( 1.00 %)

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Market Comparable Company Analysis EBITDA multiple 5.9 x - 5.9 x ( 5.9 x)

Other long-term assets:

Other long-term investments:

Available-for-sale embedded derivative 34 Black Scholes model Market value of fund 100.00 %

Credit Linked Note 23 Broker-quoted Offered quotes 100.00 %

Investment in affiliate 21 Market Comparable Company Analysis EBITDA multiple 8 x - 8 x

Total financial assets at fair value $ 5,600

Future policy benefits $ 5 Discounted cash flow Non-performance spread 0.00 %

Risk margin to reflect uncertainty 0.50 %

FIA/ IUL embedded derivatives, included in contractholder funds 3,883 Discounted cash flow Market value of option 0.00 % - 38.72 % ( 3.16 %)

Treasury rates 0.08 % - 1.65 % ( 0.87 %)

Swap rates 0.05 % - 1.94 % ( 1.00 %)

Mortality multiplier 100.00 % - 100.00 % ( 100.00 %)

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Total financial liabilities at fair value $ 3,883

The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the years ended December 31, 2021 and 2020, respectively.

F&G related activit y for the year ended December 31, 2020 in the table below is comprised of the period from June 1, 2020 through December 31, 2020 only.

This summary excludes any impact of amortization of VOBA, DAC and DSI.

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Investment in affiliate 21 — 2 — — — — 23 2

Secured borrowing receivable $ — $ — $ — $ — $ — $ — $ 10 $ 10 $ —

Total assets at Level 3 fair value $ 5,600 $ ( 17 ) $ ( 602 ) $ 4,321 $ ( 62 ) $ ( 760 ) $ ( 311 ) $ 8,169 $ ( 632 )

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Year ended December 31, 2021

(in millions)

Balance at Beginning

of Period F&G Acquisition Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of

of Period Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of

Level 3 (a) Balance at End of

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Foreign Governments 17 — 1 — — — — 18 2

Short-term — — 2 820 — ( 501 ) — 321 —

Preferred securities 1 ( 1 ) 1 1 — — — 2 —

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Credit linked note 23 — — — — — — 23 —

Other long-term investment 120 — ( 61 ) — — — — ( 59 ) — —

Investment in affiliate — — — 21 — — — 21 —

Total assets at Level 3 fair value $ 3,267 $ 15 $ ( 48 ) $ 4,449 $ ( 120 ) $ ( 1,449 ) $ ( 514 ) $ 5,600 $ 59

Future policy benefits $ — $ 5 $ — $ — $ — $ — $ — $ — $ 5 $ —

FIA/ IUL embedded derivatives, included in contractholder funds — 2,852 552 — — — — — 3,404 —

Future policy benefits (FSRC) $ 5 $ — $ — $ — $ ( 4 ) $ ( 1 ) $ — $ — $ —

FIA embedded derivatives, included in contractholder funds 3,404 121 — 513 — ( 155 ) — 3,883 —

Total liabilities at Level 3 fair value $ 3,409 $ 121 $ — $ 513 $ ( 4 ) $ ( 156 ) $ — $ 3,883 $ —

( a) The net transfers out of Level 3 during the year ended December 31, 2020 were to Level 2, except for the net transfers out related to our other long-term investment, which was to Level 1.

( a) The net transfers out of Level 3 during the year ended December 31, 2021 were to Level 2.

Valuation Methodologies and Associated Inputs for Financial Instruments Not Carried at Fair Value

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The inputs used to measure the fair value of our mortgage loans are classified as Level 3 within the fair value hierarchy.

Investments in Unconsolidated affiliates

In our F&G segment, the fair value of Investments in unconsolidated affiliates is determined using NAV as a practical expedient and are included in the NAV column in the table below.

In our Title segment, Investments in unconsolidated affiliates are accounted for under the equity method of accounting.

In our Title segment, Investments in unconsolidated affiliates were $ 187 million and $ 136 million as of December 31, 2022 and December 31, 2021, respectively.

Policy Loans (included within Other long-term investments)

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Investment Contracts

Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed universal life policies ("IULs"), funding agreements and PRT and immediate annuity contracts without life contingencies.

Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed IULs, funding agreements and pension risk transfer solutions ("PRT") and immediate annuity contracts without life contingencies.

The FIA/ IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value.

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The Company is not required to, and has not, estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosures of fair value.

FHLB common stock, Accounts receivable and Notes receivable are carried at cost, which approximates fair value.

Federal Home Loan Bank of Atlanta ("FHLB") common stock, Accounts receivable and Notes receivable are carried at cost, which approximates fair value.

FHLB common stock is classified as Level 2 within the fair value hierarchy.

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The inputs used to measure the fair value of our outstanding debt are classified as Level 2 within the fair value hierarchy.

The carrying value of the F&G Credit Facility at December 31, 2022 approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms.

As such, the fair value of the revolving credit facility was classified as a Level 2 measurement.

The following tables provide the carrying value and estimated fair value of our financial instruments that are carried on the accompanying Consolidated Balance Sheets at amounts other than fair value, summarized according to the fair value hierarchy previously described.

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(in millions)

Level 1 Level 2 Level 3 Total Estimated Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Total Estimated Fair Value Carrying Amount

FHLB common stock $ — $ 99 $ — $ — $ 99 $ 99

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Residential mortgage loans — — 1,892 — 1,892 2,148

Investments in unconsolidated affiliates — — — 2,427 2,427 2,427

Policy loans — — 52 — 52 52

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(in millions)

Level 1 Level 2 Level 3 Total Estimated Fair Value Carrying Amount

Level 1 Level 2 Level 3 NAV Total Estimated Fair Value Carrying Amount

FHLB common stock $ — $ 72 $ — $ — $ 72 $ 72

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Residential mortgage loans — — 1,549 — 1,549 1,581

Investments in unconsolidated affiliates — — — 2,350 2,350 2,350

Policy loans — — 39 — 39 39

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Total $ — $ 3,218 $ 27,448 $ — $ 30,666 $ 34,625

The following table includes assets that have not been classified in the fair value hierarchy as the value of these investments are measured using the equity method of accounting or the net asset value ("NAV") per share practical expedient (in millions):

December 31, 2021 December 31, 2020

Investments in unconsolidated affiliates (equity method of accounting) $ 136 $ 146

Equity securities (NAV) 48 —

Investments in unconsolidated affiliates (NAV) 2,350 1,148

$ 2,534 $ 1,294

For investments for which NAV is used as a practical expedient for fair value, we do not have any significant restrictions in our ability to liquidate our positions in these investments, other than obtaining general partner approval, nor do we believe it is probable a price less than NAV would be received in the event of a liquidation.

Equity method investments are reported on a lag of up to three months for investee information not received timely.

We review the fair value hierarchy classifications each reporting period.

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Our fixed maturity securities investments have been designated as available-for-sale and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included in AOCI, net of associated adjustments for DAC, VOBA, DSI, UREV, SOP 03-1 reserves, and deferred income taxes.

Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net income (loss).

Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net earnings (loss).

The Company’s consolidated investments are summarized as follows (in millions):

December 31, 2022

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Carrying Value

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value

Available-for-sale securities

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December 31, 2021

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Carrying Value

Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value

Available-for-sale securities

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Total available-for-sale securities $ 30,705 $ ( 8 ) $ 1,518 $ ( 225 ) $ 31,990

Securities held on deposit with various state regulatory authorities had a fair value of $ 22,343 million and $ 16,714 million at December 31, 2021 and 2020, respectively.

At December 31, 2021 and 2020, the Company held no material investments that were non-income producing for a period greater than twelve months.

At December 31, 2021 and 2020, the Company's accrued interest receivable balance was $ 253 million and $ 235 million, respectively.

Securities held on deposit with various state regulatory authorities had a fair value of $ 17,870 million and $ 22,343 million at December 31, 2022 and December 31, 2021, respectively.

As of December 31, 2022, we held $ 27 million of investments that were non-income producing for a period greater than twelve months.

As of December 31, 2021, we held no material investments that were non-income producing for a period greater than twelve months.

As of December 31, 2022 and December 31, 2021, the Company's accrued interest receivable balance was $ 365 million and $ 253 million, respectively.

Accrued interest receivable is classified within Prepaid expenses and other assets within the Consolidated Balance Sheets.

In accordance with our FHLB agreements, the investments supporting the funding agreement liabilities are pledged as collateral to secure the FHLB funding agreement liabilities and are not available to the Company for general purposes.

The collateral investments had a fair value of $ 2,469 million and $ 1,622 million at December 31, 2021 and 2020, respectively.

The collateral investments had a fair value of $ 3,387 million and $ 2,469 million at December 31, 2022 and December 31, 2021, respectively.

The amortized cost and fair value of fixed maturity securities by contractual maturities, as applicable, are shown below.

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We recognize the expected credit losses in Recognized gains and losses, net in the Consolidated Statements of Earnings, with an offset for the amount of non-credit impairments recognized in AOCI.

We do not measure a credit loss allowance on accrued investment income because we write-off accrued interest through to Interest and investment income when collectability concerns arise.

We do not measure a credit loss allowance on accrued investment income because we write-off accrued interest through Interest and investment income when collectability concerns arise.

We consider the following in determining whether write-offs of a security’s amortized cost is necessary:

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The remainder of unrealized loss is held in AOCI.

The activity in the allowance for expected credit losses of available-for-sale securities aggregated by investment category was as follows (in millions):

Year Ended December 31, 2021

Additions Reductions

Balance at Beginning of Period For credit losses on securities for which losses were not previously recorded For initial credit losses on purchased securities accounted for as PCD financial assets (1) (Additions) reductions in allowance recorded on previously impaired securities For securities sold during the period For securities intended/required to be sold prior to recovery of amortized cost basis Write offs charged against the allowance Recoveries of amounts previously written off Balance at End of Period

Available-for-sale securities

Asset-backed securities $ — $ — $ ( 1 ) $ ( 2 ) $ — $ — $ — — $ ( 3 )

Commercial mortgage-backed securities — ( 2 ) — — — — — — — ( 2 )

Corporates ( 16 ) — — 4 — — 8 4 —

Hybrids — — — — — — — — —

Residential mortgage-backed securities ( 3 ) — — — — — — — ( 3 )

Total available-for-sale securities $ ( 19 ) $ ( 2 ) $ ( 1 ) $ 2 $ — $ — $ 8 $ 4 $ ( 8 )

Year ended December 31, 2020

Additions Reductions

Available-for-sale securities

Asset-backed securities $ — $ 7 $ ( 9 ) $ 2 $ — $ — $ — $ —

Corporates — ( 16 ) ( 16 ) 7 3 4 2 ( 16 )

Hybrids — — ( 3 ) — 3 — — —

Residential mortgage-backed securities — 2 ( 7 ) 1 1 — — ( 3 )

Total available-for-sale securities $ — $ ( 7 ) $ ( 35 ) $ 10 $ 7 $ 4 $ 2 $ ( 19 )

(1) Purchased credit deteriorated financial assets ("PCD")

Purchased credit-deteriorated available-for-sale debt securities ("PCD"s) are AFS securities purchased at a discount, where part of that discount is attributable to credit.

Credit loss allowances are calculated for these securities as of the date of their acquisition, with the initial allowance serving to increase amortized cost.

The following table summarizes year to date PCD AFS security purchases (in millions).

Purchased credit-deteriorated available-for-sale debt securities December 31, 2021 December 31, 2020

Purchase price $ 4 $ 265

Allowance for credit losses at acquisition 1 35

Discount (or premiums) attributable to other factors — 84

AFS purchased credit-deteriorated par value $ 5 $ 384

As of December 31, 2022 and 2021, our allowance for expected credit losses for AFS securities was $ 39 million and $ 8 million, respectively.

The fair value and gross unrealized losses of available-for-sale securities, excluding securities in an unrealized loss position with an allowance for expected credit loss, aggregated by investment category and duration of fair value below amortized cost were as follows (dollars in millions):

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Government 219 ( 2 ) 4 — 223 ( 2 )

Foreign Government 82 ( 1 ) 5 — 87 ( 1 )

Total available-for-sale securities $ 11,443 $ ( 185 ) $ 646 $ ( 40 ) $ 12,089 $ ( 225 )

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Total number of available-for-sale securities in an unrealized loss position 2,124

We determined the increase in unrealized losses was caused by the increasing treasury rates, offset by narrower credit spreads.

Specific to asset-backed and mortgage-backed securities for which an expected credit loss was not determined, the effect of any increased expectations of underlying collateral defaults have not risen to the level of impacting the tranches of those securities.

We determined the increase in unrealized losses as of December 31, 2022 was caused by higher treasury rates as well as wider spreads.

This is in part due to the Federal Reserve's action to increase rates in efforts to combat inflation.

For securities in an unrealized loss position as of December 31, 2022, our allowance for expected credit loss was $ 39 million.

We believe that the unrealized loss position for which we have not recorded an allowance for expected credit loss as of December 31, 2022 was primarily attributable to interest rate increases, near-term illiquidity, and other macroeconomic uncertainties as opposed to issuer specific credit concerns.

Mortgage Loans

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Commercial Mortgage Loans

Commercial mortgage loans ("CMLs") represented approximately 7 % of our total investments at December 31, 2021.

We primarily invest in mortgage loans on income producing properties including hotels, industrial properties, retail buildings, multifamily properties and office buildings.

We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk.

Commercial mortgage loans ("CMLs") represented approximately 6 % of our total investments at December 31, 2022 and December 31, 2021.

The mortgage loans in our investment portfolio, are generally comprised of high quality commercial first lien and mezzanine real estate loans.

Mortgage loans are primarily on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk.

We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a consistent and acceptable level to secure the related debt.

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December 31, 2022 December 31, 2021

Gross Carrying Value % of Total Gross Carrying Value % of Total

Amortized Cost % of Total Amortized Cost % of Total

Property Type:

Hotel $ 18 1 % $ 19 1 %

Industrial - General 497 23 % 302 33 %

Industrial 520 22 % 497 23 %

Mixed Use 12 1 % 13 1 %

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Retail 105 4 % 121 6 %

Other 204 8 % 125 14 %

Student Housing 83 3 % 83 4 %

Other 335 13 % 204 8 %

Total commercial mortgage loans, gross of valuation allowance $ 2,416 100 % $ 2,174 100 %

Allowance for expected credit loss ( 10 ) ( 6 )

Total commercial mortgage loans $ 2,168 $ 903

Total commercial mortgage loans, net of valuation allowance $ 2,406 $ 2,168

East North Central $ 151 6 % $ 137 6 %

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Allowance for expected credit loss ( 10 ) ( 6 )

Total commercial mortgage loans $ 2,168 $ 903

Total commercial mortgage loans, net of valuation allowance $ 2,406 $ 2,168

LTV and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans.

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We normalize our DSC ratios to a 25 -year amortization period for purposes of our general loan allowance evaluation.

All of our investments in CMLs had a loan-to-value ("LTV") ratio of less than 75 % at December 31, 2021, as measured at inception of the loans unless otherwise updated.

The following tables presents the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios (dollars in millions) :

The following tables presents the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios, gross of valuation allowances (dollars in millions) :

Debt-Service Coverage Ratios Total Amount % of Total Estimated Fair Value % of Total

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60.00% to 74.99% 1,154 3 — 1,157 48 % 955 45 %

Commercial mortgage loans $ 2,132 $ 33 $ 9 $ 2,174 100 % $ 2,265 100 %

75.00% to 84.99% — — 18 18 1 % 14 1 %

Commercial mortgage loans (a) $ 2,371 $ 7 $ 29 $ 2,407 100 % $ 2,074 100 %

December 31, 2021

3 unchanged sentences

Commercial mortgage loans $ 2,132 $ 33 $ 9 $ 2,174 100 % $ 2,265 100 %

We recognize a mortgage loan as delinquent when payments on the loan are greater than 30 days past due.

As of December 31, 2021 and 2020, we had no CMLs that were delinquent in principal or interest payments.

Allowance for Expected Credit Loss

We estimate expected credit losses for our commercial mortgage loan portfolio using a probability of default/loss given default model.

Significant inputs to this model include the loans current performance, underlying collateral type, location, contractual life, LTV, and DSC.

The model projects losses using a two year reasonable and supportable forecast and then reverts over a three year period to market-wide historical loss experience.

Changes in our allowance for expected credit losses on commercial mortgage loans are recognized in Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

An allowance for expected credit loss is not measured on accrued interest income for commercial mortgage loans as we have a process to write-off interest on loans that enter into non-accrual status (over 90 days past due).

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 9 million.

We recognize mortgage loans as delinquent when payments on the loan are greater than 30 days past due.

At December 31, 2022, we had one CML that was delinquent in principal or interest payments as shown in the risk rating exposure table below.

At December 31, 2021, we had no CMLs that were delinquent in principal or interest payments.

Residential Mortgage Loans

Residential mortgage loans ("RMLs") represented approximately 4 % of our total investments at December 31, 2021.

Residential mortgage loans ("RMLs") represented approximately 5 % and 4 % of our total investments at December 31, 2022 and December 31, 2021, respectively.

Our residential mortgage loans are closed end, amortizing loans and 100 % of the properties are located in the United States.

We diversify our RML portfolio by state to attempt to reduce concentration risk.

The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables (dollars in millions):

The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables, gross of valuation allowances (dollars in millions):

December 31, 2022

Unpaid Principal Balance % of Total

Amortized Cost % of Total

Florida $ 324 15 %

Texas 215 10 %

New Jersey 172 8 %

Pennsylvania 153 7 %

California 139 6 %

New York 138 6 %

Georgia 125 6 %

All Other States (1) 914 42 %

Total mortgage loans $ 2,180 100 %

(1) The individual concentration of each state is less than or equal to 9%.

(1) The individual concentration of each state is equal to or less than to 5%.

December 31, 2021

Unpaid Principal Balance % of Total

California $ 164 15 %

Amortized Cost % of Total

Florida $ 234 15 %

Texas 170 10 %

New Jersey 153 10 %

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(1) The individual concentration of each state is less than 9%.

Residential mortgage loans have a primary credit quality indicator of either a performing or nonperforming loan.

We define non-performing residential mortgage loans as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly.

RMLs have a primary credit quality indicator of either a performing or nonperforming loan.

We define non-performing RMLs as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly.

The credit quality of RMLs was as follows (dollars in millions):

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Performance indicators:

Carrying Value % of Total Carrying Value % of Total

Amortized Cost % of Total Amortized Cost % of Total

Performing $ 2,118 97 % $ 1,533 95 %

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Allowance for expected loan loss ( 32 ) — % ( 25 ) — %

Total residential mortgage loans $ 1,581 100 % $ 1128 100 %

Loans segregated by risk rating exposure were as follows (in millions):

Total residential mortgage loans, net of valuation allowance $ 2,148 100 % $ 1,581 100 %

Loans segregated by risk rating exposure were as follows, gross of valuation allowances (in millions):

December 31, 2022

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30-89 days past due 2 7 — 4 — — 13

Over 90 days past due 1 23 46 2 — — 72

90 days or more past due 3 9 15 34 1 — 62

Total residential mortgages $ 771 $ 900 $ 229 $ 223 $ 24 $ 33 $ 2,180

2 unchanged sentences

30-89 days past due — — — — — — —

Over 90 days past due — — — — — — —

90 days or more past due — — — — — 9 9

Total commercial mortgages $ 350 $ 1,300 $ 488 $ — $ — $ 278 $ 2,416

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30-89 days past due 5 4 6 1 — — 16

Over 90 days past due 26 74 3 — — — 103

90 days or more past due 1 23 46 2 — — 72

Total residential mortgages $ 801 $ 320 $ 375 $ 53 $ 36 $ 21 $ 1,606

2 unchanged sentences

30-89 days past due — — — — — — —

Over 90 days past due — — — — — — —

Total commercial mortgage $ 542 $ — $ 6 $ — $ 11 $ 346 $ 905

90 days or more past due — — — — — — —

Total commercial mortgages $ 1,301 $ 543 $ — $ 6 $ — $ 324 $ 2,174

December 31, 2022

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60.00% to 74.99% 113 912 123 — — 9 1,157

Total commercial mortgages $ 1301 $ 543 $ — $ 6 $ — $ 324 $ 2174

75.00% to 84.99% 9 — — — — 9 18

Total commercial mortgages (a) $ 341 $ 1300 $ 488 $ — $ — $ 278 $ 2,407

Commercial mortgages

2 unchanged sentences

Less than 1.00x 9 — — — — 20 29

Total commercial mortgages $ 1301 $ 543 $ — $ 6 $ — $ 324 $ 2174

Total commercial mortgages (a) $ 341 $ 1300 $ 488 $ — $ — $ 278 $ 2,407

(a) Excludes loans under development with an amortized cost and estimated fair value of $ 9 million.

December 31, 2021

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Commercial mortgage 9 —

Total non-accrual loans $ 72 $ 99

Immaterial interest income was recognized on non-accrual financing receivables for the years ended December 31, 2021 and 2020.

It is our policy to cease to accrue interest on loans that are over 90 days delinquent.

Total non-accrual mortgages $ 73 $ 72

Immaterial interest income was recognized on non-accrual financing receivables for the years ended December 31, 2022 and December 31, 2021.

It is our policy to cease to accrue interest on loans that are 90 days or more delinquent.

For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible.

If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place.

At December 31, 2021 and 2020, we had $ 72 million and $ 99 million, respectively, of mortgage loans that were over 90 days past due, of which $ 39 million and $ 24 million, respectively, were in the process of foreclosure.

We will continue to evaluate these policies with regard to the economic challenges for mortgage debtors related to COVID-19.

Our ability to initiate foreclosure proceedings may be limited by legislation passed and executive orders issued in response to COVID-19.

If a loan becomes 90 days or more delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place.

As of December 31, 2022 and December 31, 2021, we had $ 71 million and $ 72 million, respectively, of mortgage loans that were over 90 days past due, of which $ 38 million and $ 39 million was in the process of foreclosure as of December 31, 2022 and December 31, 2021, respectively.

Allowance for Expected Credit Loss

We estimate expected credit losses for our residential mortgage loan portfolio using a probability of default/loss given default model.

Significant inputs to this model include the loans' current performance, underlying collateral type, location, contractual life, LTV, and Debt to Income or FICO.

We estimate expected credit losses for our CML and RML portfolios using a probability of default/loss given default model.

Significant inputs to this model include, where applicable, the loans' current performance, underlying collateral type, location, contractual life, LTV, DSC and Debt to Income or FICO.

The model projects losses using a two year reasonable and supportable forecast and then reverts over a three year period to market-wide historical loss experience.

Changes in our allowance for expected credit losses on mortgage loans are recognized in Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

The allowances for our mortgage loan portfolio is summarized as follows:

Year ended December 31, 2021 Seven months ended December 31, 2020

The allowances for our mortgage loan portfolio is summarized as follows (in millions):

Year ended December 31, 2022 Year ended December 31, 2021

Residential Mortgage Commercial Mortgage Total Residential Mortgage Commercial Mortgage Total

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Provision for loan losses 7 4 11 ( 12 ) 4 ( 8 )

Ending Balance $ 32 $ 10 $ 42 $ 25 $ 6 $ 31

Seven months ended December 31, 2020

Residential Mortgage Commercial Mortgage Total

Beginning Balance — — —

Provision for loan losses 30 2 32

For initial credit losses on purchased loans accounted for as PCD financial assets 7 — 7

Ending Balance $ 37 $ 2 $ 39

Allowances for expected credit losses are measured on accrued interest income for residential mortgage loans and were immaterial as of December 31, 2021 and 2020.

An allowance for expected credit loss is not measured on accrued interest income for CMLs as we have a process to write-off interest on loans that enter into non-accrual status (90 days or more past due).

Allowances for expected credit losses are measured on accrued interest income for RMLs and were immaterial as of December 31, 2022 and December 31, 2021.

Interest and Investment Income

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Interest and investment income $ 1,891 $ 1,961 $ 900

The Company’s Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements.

Interest and Investment Income attributable to these agreements, and thus excluded from the totals in the table above, was $ 109 million, $ 53 million and $ 21 million for the years ended December 31, 2022 and 2021 and for the period from June 1 to December 31, 2020.

Recognized Gains and Losses, net

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December 31, 2022 December 31, 2021 December 31, 2020

Net realized gains (losses) on fixed maturity available-for-sale securities $ 111 $ 102 $ ( 6 )

Net realized/unrealized gains (losses) on equity securities (2) ( 434 ) 241 309

Net realized/unrealized gains (losses) on preferred securities (3) ( 14 ) 15 28

Realized gains (losses) on other invested assets 8 ( 25 ) ( 13 )

Net realized (losses) gains on fixed maturity available-for-sale securities $ ( 253 ) $ 111 $ 102

Net realized/unrealized (losses) gains on equity securities (2) ( 386 ) ( 434 ) 241

Net realized/unrealized (losses) gains on preferred securities (3) ( 230 ) ( 14 ) 15

Realized (losses) gains on other invested assets ( 68 ) 8 ( 25 )

Change in allowance for expected credit losses ( 41 ) 8 ( 37 )

Derivatives and embedded derivatives:

Realized gains on certain derivative instruments 456 76 —

Unrealized gains on certain derivative instruments 159 161 —

Realized (losses) gains on certain derivative instruments ( 164 ) 456 76

Unrealized (losses) gains on certain derivative instruments ( 693 ) 159 161

Change in fair value of reinsurance related embedded derivatives (1) 352 34 ( 53 )

Change in fair value of other derivatives and embedded derivatives ( 10 ) 6 8

Realized gains on derivatives and embedded derivatives 655 192 —

Realized (losses) gains on derivatives and embedded derivatives ( 515 ) 655 192

Recognized gains and losses, net $ ( 1,493 ) $ 334 $ 488

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(2) Includes net valuation (losses) gains of $( 387 ) million, $( 436 ) million and $ 248 million for the years ended December 31, 2022, 2021, and 2020 respectively.

(3) Includes net valuation (losses) gains of $( 14 )million, $( 40 ) million, and $ 17 million for the years ended December 31, 2021, 2020 and 2019, respectively.

(3) Includes net valuation losses of $ 198 million, $ 14 million, and $ 40 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The proceeds from the sale of fixed-maturity securities and the gross gains and losses associated with those transactions were as follows (in millions):

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Limited partnership and limited liability company interests are accounted for under the equity method and are included in Investments in unconsolidated affiliates on our Consolidated Balance Sheets.

In addition, we invest in structured investments which may be VIEs, but for which we are not the primary beneficiary.

In addition, we invest in structured investments that may be VIEs, but for which we are not the primary beneficiary.

These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our Consolidated Balance Sheets.

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Total unconsolidated VIE investments $ 18,107 $ 21,434 $ 14,732 $ 16,298

Investment with Related Party

Included in equity securities as of December 31, 2021 and 2020 are 5,775,598 and 5,706,134 shares, respectively, of Cannae common stock (NYSE:

The fair value of our related party investment based on quoted market prices was $ 203 million and $ 253 million as of December 31, 2021 and December 31, 2020, respectively.

In order to maintain the tax-free treatment of the November 17, 2017 split-off of Cannae Holdings, Inc.

we are required to dispose of these shares by November 17, 2022.

Concentrations

Our underlying investment concentrations that exceed 10% of shareholders equity are as follows (in millions):

December 31, 2022

Blackstone Wave Asset Holdco (1)

__________________

(1) Represents a special purpose vehicle that holds investments in numerous limited partnership investments whose underlying investments are further diversified by holding interest in multiple individual investments and industries.

Investment in Cannae Holdings, Inc.

Included in equity securities as of December 31, 2021 were 5,775,598 shares of Cannae common stock (NYSE:

The fair value of this investment based on quoted market prices was $ 203 million as of December 31, 2021.

During the year ended December 31, 2022, we sold all 5,775,598 shares of CNNE common stock back to Cannae for approximately $ 109 million in the aggregate.

As of December 31, 2022, we held no shares of CNNE common stock.

Note F — Derivative Financial Instruments

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Other embedded derivatives 23 33

Prepaid expenses and other assets:

Reinsurance related embedded derivatives 279 —

Contractholder funds:

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$ 3,115 $ 3,956

The change in fair value of derivative instruments included in the accompanying Consolidated Statements of Earnings is as follows (in millions):

The change in fair value of derivative instruments included within Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings is as follows (in millions):

Year Ended Seven Months Ended

December 31, 2021

December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Net investment gains (losses):

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Benefits and other changes in policy reserves:

FIA/ IUL embedded derivatives $ 479 $ 552

FIA/ IUL embedded derivatives increase (decrease) $ ( 768 ) $ 479 $ 552

Additional Disclosures

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the fair value of the call options and futures contracts is generally designed to offset the portion of the change in the fair value of the FIA/IUL embedded derivatives related to index performance through the current credit period.

The call 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.

The call 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 the accompanying Consolidated Statements of Earnings.

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

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Goldman Sachs A/A2/BBB+ 1,133 9 10 —

Credit Suisse A/A1/A+ 1,485 74 75 —

Credit Suisse BBB+/A3/A- 1,039 5 5 —

Truist A+/A2/A 2,489 35 36 —

Citibank A+/Aa3/A+ 795 8 9 —

Total $ 23,297 $ 244 $ 219 $ 33

December 31, 2021

Counterparty Credit Rating

(Fitch/Moody's/S&P) (1) Notional

Amount Fair Value Collateral Net Credit Risk

Counterparty Credit Rating (Fitch/Moody's/S&P)(1) Notional Amount Fair Value Collateral Net Credit Risk

Merrill Lynch AA/*/A+ $ 3,307 $ 128 $ 86 $ 42

Morgan Stanley A/A2/BBB+ 1,503 40 41 —

Morgan Stanley */Aa3/A+ 2,184 86 92 —

Barclay's Bank A+/A1/A 5,197 231 233 —

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Goldman Sachs A/A2/BBB+ 307 10 10 —

Credit Suisse A/Aa3/A+ 1,373 27 25 2

Credit Suisse A/A1/A+ 1,485 74 75 —

Truist A+/A2/A 1,543 51 53 —

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For all counterparties, except Merrill Lynch, this threshold is set to zero .

As of December 31, 2021 and 2020, counterparties posted $ 790 million and $ 491 million, respectively, of collateral, of which $ 576 million and $ 415 million, respectively, is included in cash and cash equivalents with an associated payable for this collateral included in accounts payable and accrued liabilities on the Consolidated Balance Sheet.

As of December 31, 2022 and December 31, 2021, counterparties posted $ 219 million and $ 790 million, respectively, of collateral, of which $ 178 million and $ 576 million, respectively, is included in cash and cash equivalents with an associated payable for this collateral included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.

Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the call options failed completely to perform according to the terms of the contracts was $ 33 million at December 31, 2022 and $ 42 million at December 31, 2021.

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Cash collateral is invested in overnight investment sweep products, which are included in cash and cash equivalents in the accompanying Consolidated Balance Sheets.

We held 329 and 384 futures contracts at December 31, 2021 and 2020, respectively.

We held 409 and 329 futures contracts at December 31, 2022 and December 31, 2021, respectively.

The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements).

We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in cash and cash equivalents in the accompanying Consolidated Balance Sheets.

The amount of cash collateral held by the counterparties for such contracts was $ 3 million and $ 4 million at December 31, 2021 and 2020, respectively.

The amount of cash collateral held by the counterparties for such contracts was $ 3 million and $ 3 million at December 31, 2022 and December 31, 2021, respectively.

Reinsurance Related Embedded Derivatives

As discussed in Note O Reinsurance , F&G entered into a reinsurance agreement with Kubera, effective December 31, 2018, to cede certain MYGA and deferred annuity business on a coinsurance funds withheld basis, net of applicable existing reinsurance.

F&G entered into a reinsurance agreement with Kubera, effective December 31, 2018, to cede certain multi-year guaranteed annuity (“MYGA”) and deferred annuity business 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.

Additionally, F&G entered into a reinsurance agreement with Aspida Re effective January 1, 2021, to cede a quota share of certain deferred annuity business on a funds withheld basis.

Fair value movements in the funds withheld balances associated with these arrangements creates an obligation for FGL Insurance to pay Somerset and Aspida Re at a later date, which results in embedded derivatives.

Additionally, F&G entered into a reinsurance agreement with Aspida Re effective January 1, 2021, and amended in August 2021 and September 2022, to cede a quota share of certain deferred annuity business on a funds withheld basis.

Fair value movements in the funds withheld balances associated with these arrangements creates an obligation for F&G to pay Somerset and Aspida Re at a later date, which results in embedded derivatives.

These embedded derivatives are considered total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangements.

The fair value of the total return swap is based on the change in fair value of the underlying assets held in the funds withheld portfolio.

Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangements, including gains and losses from sales, were passed directly to the reinsurers pursuant to contractual terms of the reinsurance arrangements.

The reinsurance related embedded derivatives are reported in prepaid expenses and other assets if in a net gain position, or accounts payable and accrued liabilities, if in a net loss position, on the Consolidated Balance Sheets and the related gains or losses are reported in Recognized gains and losses, net on the Consolidated Statements of Earnings.

Note G — Notes Payable

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Revolving Credit Facility ( 3 ) ( 4 )

F&G Credit Agreement 547 —

5.50 % F&G Notes

$ 3,238 $ 3,096

On November 22, 2022, F&G entered into the F&G Credit Agreement pursuant to which the Lenders have made available the F&G Credit Facility in an aggregate principal amount of $ 550 million to be used for working capital and general corporate purposes.

The F&G Credit Agreement matures the earlier to occur of November 22, 2025 or 91 days prior to May 1, 2025, the stated maturity date of the 5.50 % F&G Notes, unless the principal amount of the 5.50 % F&G Notes is $ 150,000,000 or less at such time, the 5.50 % F&G Notes have been redeemed or defeased in full, and any refinancing Indebtedness incurred in connection therewith matures at least 91 days after the date that is 3 years from the Effective Date or certain other conditions are met.

Revolving loans under the Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate”, or (c) the sum of one percent plus Term The Secured Overnight Financing Rate (“SOFR”) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G.

As of December 31, 2022, the revolving credit facility was fully drawn with $ 550 million outstanding, offset by approximately $ 3 million of unamortized debt issuance costs.

A net partial paydown of $ 35 million was made on January 6, 2023 and, on February 21, 2023, F&G entered into the Amended F&G Credit Agreement with the Lenders and the Administrative Agent, swing line lender and issuing bank.

The Amended F&G Credit Agreement increased the aggregate principal amount of commitments under the F&G Credit Facility by $ 115 million to $ 665 million.

On September 17, 2021, we completed our underwritten public offering of $ 450 million aggregate principal amount of our 3.20 % Notes due 2051, pursuant to our registration statement on Form S-3 ASR (File No.

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The net proceeds from the registered offering of the 2.45 % Notes were approximately $ 593 million, after deducting underwriting discounts and commissions and offering expenses.

We used the net proceeds from the offering (i) to repay the remaining $ 260 million outstanding indebtedness under our prior term loan credit agreement dated April 22, 2020, among us, as borrower, various lenders, and Bank of American N.A., as administrative agent (the "Term Loan"), which provided for an aggregate principal borrowing of $ 1.0 billion and which we entered into to fund a portion of the acquisition of F&G and (ii) for general corporate purposes.

We used the net proceeds from the offering (i) to repay the remaining $ 260 million outstanding indebtedness under our prior term loan credit agreement dated April 22, 2020, among us, as borrower, various lenders, and Bank of American N.A., as administrative agent (the "Term Loan"), which provided for an aggregate principal borrowing of $ 1.0 billion that we entered into to fund a portion of the acquisition of F&G and (ii) for general corporate purposes.

On June 12, 2020, we completed our underwritten public offering of $ 650 million aggregate principal amount of the 3.40 % Notes due 2030 (the “ 3.40 % Notes”) pursuant to an effective registration statement filed with the SEC.

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There were no material changes to the terms of the 4.50 % Notes as a result of the 4.50 % Notes Exchange and all holders of the 4.50 % Notes accepted the offer to exchange.

On August 28, 2012, we completed an offering of $ 400 million in aggregate principal amount of 5.50 % notes due September 2022 (the " 5.50 % Notes"), pursuant to an effective registration statement previously filed with the SEC.

The notes were priced at 99.513 % of par to yield 5.564 % annual interest.

We pay interest on the 5.50 % semi-annually on the 1st of March and September, beginning March 1, 2013.

These notes contain customary covenants and events of default for investment grade public debt.

These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $ 100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event, which results in such debt being due and payable prior to its scheduled maturity.

On September 1, 2022, we repaid the remaining $ 400 million in outstanding principal amount of our 5.50 % Senior Notes due September 2022.

Gross principal maturities of notes payable at December 31, 2022 are as follows (in millions):

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With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves.

See Note C Summary of Reserve for Title Claim Losses.

See Note C Summary of Reserve for Title Claim Losses for further discussion.

Additionally, like other companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our operations.

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When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted.

For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and represents our best estimate has been recorded.

Our accrual for legal and regulatory matters was $ 12 million and $ 13 million a s of December 31, 2021 and 2020, respectively.

For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and that represents our best estimate has been recorded.

Our accrual for legal and regulatory matters was $ 12 million a s of December 31, 2022 and 2021 .

None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate.

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While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.

Two lawsuits have been filed related to FNF’s acquisition of F&G.

On August 4, 2020, a stockholder derivative lawsuit styled, City of Miami General Employees’ and Sanitation Employees’ Retirement Trust v.

Fidelity National Financial, et al.

, was filed in the Court of Chancery of the State of Delaware against the Company, its Board of Directors and others alleging breach of fiduciary duties as directors and officers relating to FNF’s acquisition of F&G.

The Company’s Board of Directors (“Board”) designated a Special Litigation Committee (the “SLC”) consisting of three of the Board’s Directors, and authorized the SLC, among other things, to investigate and evaluate the claims and allegations asserted in the lawsuit.

The Board gave the SLC the sole authority and power to consider and determine whether or not prosecution of the claims asserted in the lawsuit is in the best interest of the Company and its shareholders, and what action the Company should take with respect to the lawsuit.

On January 24, 2022, the SLC, acting on behalf of FNF, and the other parties to the lawsuit reached an agreement in principle to settle the action subject to various terms and conditions.

The settlement will be presented to the court for approval, and if approved, is expected to be finalized during the second quarter of 2022.

On August 17, 2020, a lawsuit styled, In the Matter of FGL Holdings , was filed in the Grand Court of the Cayman Islands where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, have asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock in connection with the acquisition.

They seek a judicial determination of the fair value of their shares of F&G stock under the law of the Cayman Islands, together with interest.

The parties have exchanged expert reports, and the matter is scheduled for trial during the second quarter of 2022.

We do not believe the result in either case will have a material adverse effect on our financial condition.

In August 2020, a lawsuit styled, In the Matter of FGL Holdings, was filed in the Grand Court of the Cayman Islands related to FNF's acquisition of F&G where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock.

They sought a judicial determination of the fair value of their shares of F&G stock as of the date of valuation under the law of the Cayman Islands, together with interest.

On September 5, 2022 the Grand Court of the

Cayman Islands decided in favor of F&G.

Kingstown Capital Management LP failed to appeal, and its appeal period expired on October 20, 2022.

We are attempting to collect reimbursement of our expenses in this lawsuit.

From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business.

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We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our financial condition.

Acquired Contingencies - F&G

We have received inquiries from a number of state regulatory authorities regarding our use of the U.S.

Social Security Administration’s Death Master File (“Death Master File”) and compliance with state claims practices regulations and unclaimed property or escheatment laws.

We have established procedures to periodically compare our in-force life insurance and annuity policies against the Death Master File or similar databases;

investigate any identified potential matches to confirm the death of the insured;

and determine whether benefits are due and attempt to locate the beneficiaries of any benefits due or, if no beneficiary can be located, escheat the benefit to the state as unclaimed property.

We believe we have established sufficient reserves with respect to these matters;

however, it is possible that third parties could dispute these amounts and additional payments or additional unreported claims or liabilities could be identified, which could be significant and could have a material adverse effect on our results of operations.

Escrow Balances

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There were no investments or loans outstanding as of December 31, 2022 and 2021 related to these arrangements.

FNF Commitments

As of December 31, 2022, we had a commitment to purchase TitlePoint for $ 225 million.

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 225 million in cash, subject to a customary working capital adjustment.

For further information associated with the purchase of TitlePoint, refer to Note A Business and Summary of Significant Accounting Policies.

F&G Commitments

The Company has unfunded investment commitments as of December 31, 2021 and 2020 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years.

A summary of unfunded commitments by invested asset class is included below (in millions):

In our F&G segment, we have unfunded investment commitments as of December 31, 2022 and 2021 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years.

A summary of unfunded commitments by invested asset class is included below:

December 31, 2022 December 31, 2021

Asset Type (In millions)

Unconsolidated VIEs:

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Residential mortgage loans 2 —

Committed amounts included in liabilities 1 $ —

Total $ 2,430 $ 2,360

See Note A Business and Summary of Significant Accounting Policies , for discussion of funding agreements that have been issued pursuant to the FABN Program as well as to the FHLB that are included in Contractholder funds.

As discussed in Note O - F&G Reinsurance , to enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, effective October 31, 2021, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $ 300 million, to the extent a potential funding shortfall (treaty assets are less than then the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement.

As discussed in Note O F&G Reinsurance , to enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, effective October 31, 2021, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $ 300 million, to the extent a potential funding shortfall (treaty assets are less than the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement.

The potential funding shortfall will be determined quarterly and, among other items, is impacted by the market value of the assets in the funds withheld account related to the reinsurance agreement and Kubera's capital as calculated on a Bermuda regulatory basis.

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Based on the current level of the treaty assets and projections that these policies will be profitable over the lifetime of the agreement, we do not expect significant fundings to occur under the NPA.

At December 31, 2021, the amount funded under the NPA was insignificant.

As of December 31, 2022 and December 31, 2021, the amount funded under the NPA was insignificant.

Note I — Dividends

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On June 1, 2020, we completed our acquisition of F&G.

As a result, the year ended December 31, 2021 and the seven months ended December 31, 2020 include our F&G segment.

As a result, the year ended December 31, 2020 includes seven months of activity from our F&G segment.

As of and for the year ended December 31, 2022:

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As of and for the year ended December 31, 2020:

Title Corporate and Other Total

Title F&G Corporate and Other Total

(In millions)

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Equity financing associated with the acquisition of F&G $ — $ — $ 609

Distribution of 15 % of the common stock of F&G

Investments received from pension risk transfer premiums — 316 —

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Change in purchases of investments available for sale payable in period ( 25 ) 18 14

Change in treasury stock purchases payable in period ( 3 ) 8 ( 1 )

Change in accrued dividends payable in period 1 1 2

Lease liabilities recognized in exchange for lease right-of-use assets 70 47 44

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Real estate brokerage Escrow, title-related and other fees Corporate and other — — 25

Other Escrow, title-related and other fees Corporate and other 30 36 46

Total revenue from contracts with customers 2,232 2,821 2,399

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Loan subservicing revenue Escrow, title-related and other fees Title 263 364 338

Other Escrow, title-related and other fees Corporate and other ( 31 ) 30 36

Interest and investment income Interest and investment income Various 1,891 1,961 900

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Total revenues Total revenues $ 11,556 $ 15,643 $ 10,778

(1) Includes $1,146 of life-contingent pension risk transfer premiums in 2021

(1) Includes $ 1,362 and 1,146 of life-contingent pension risk transfer premiums in 2022 and 2021, respectively.

Our Direct title insurance premiums are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete.

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Life insurance premiums in our F&G segment reflect premiums for life-contingent PRT, traditional life insurance products and life-contingent immediate annuity products, which are recognized as revenue when due from the policyholder.

ceded the majority of our traditional life business to unaffiliated third party reinsurers.

We have ceded the majority of our traditional life business to unaffiliated third-party reinsurers.

While the base contract has been reinsured, we continue to retain the return of premium rider.

Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, unearned revenue ("UREV") on IUL policies, policy rider fees primarily on FIA policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, unearned revenue ("UREV") on IUL policies, policy rider fees primarily on FIA

policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingency, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues.

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Premiums, annuity deposits (net of reinsurance) and funding agreements, which are not included as revenues in the accompanying Consolidated Statements of Earnings, collected by product type were as follows:

Year ended Seven months ended

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Product Type (In millions)

Fixed indexed annuities 4,483 4,420 $ 1,966

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Total $ 8,342 $ 8,285 $ 2,849

(a) Life insurance and other primarily includes indexed universal l ife insurance.

(a) Life insurance and other primarily includes indexed universal life insurance.

Real estate technology revenues are primarily comprised of subscription fees for use of software provided to real estate professionals.

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During the years ended December 31, 2022 and 2021, we recognized $ 98 million and $ 106 million of revenue, respectively, which was included in deferred revenue at the beginning of the respective period.

Note M — Intangibles

Note M — Other Intangible Assets

A summary of the changes in the carrying amounts of our VOBA, DAC and DSI intangible assets are as follows (in millions):

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Unlocking ( 5 ) ( 4 ) 5 ( 4 )

Adjustment for net unrealized investment losses (gains) 51 ( 14 ) ( 2 ) 35

Adjustment for net unrealized investment (gains) losses 662 182 68 912

Balance at December 31, 2022 $ 1,664 $ 1,589 $ 207 $ 3,460

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Balance at January 1, 2021 $ 1,466 $ 222 $ 36 $ 1,724

F&G acquisition 1,847 — — 1,847

Purchase price allocation adjustments 61 — — 61

Deferrals — 585 90 675

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Unlocking 13 1 ( 2 ) 12

Adjustment for net unrealized investment gains ( 283 ) ( 25 ) ( 5 ) ( 313 )

Adjustment for net unrealized investment (losses) gains 51 ( 14 ) ( 2 ) 35

Balance at December 31, 2021 $ 1,185 $ 761 $ 88 $ 2,034

Amortization of VOBA, DAC, and DSI is based on the current and future expected gross margins or profits recognized, including investment gains and losses.

The interest accrual rate utilized to calculate the accretion of interest on VOBA ranged from 0 % to 4.71 %.

The interest accrual rate utilized to calculate the accretion of interest on VOBA ranged from 0 % to 4.71 % for the years ended December 31, 2022 and December 31, 2021.

The adjustment for unrealized net investment losses (gains) represents the amount of VOBA, DAC, and DSI that would have been amortized if such unrealized gains and losses had been recognized.

This is referred to as the “shadow adjustments” as the additional amortization is reflected in AOCI rather than the Consolidated Statements of Earnings.

As of December 31, 2021 and 2020, the VOBA balances included cumulative adjustments for net unrealized investment gains of $ 232 million and $ 283 million respectively, the DAC balances included cumulative adjustments for net unrealized investment gains of $ 39 million and $ 25 million, respectively, and the DSI balance included net unrealized investment gains of $ 7 million and $ 5 million, respectively.

This is referred to as the “shadow adjustments” as the additional amortization is reflected in AOCI On the Consolidated Balance Sheet rather than as depreciation and amortization on the Consolidated Statements of Earnings.

As of December 31, 2022 and 2021, the VOBA balances included cumulative adjustments for net unrealized investment gains (losses) of $( 430 ) million and $ 232 million respectively, the DAC balances included cumulative adjustments for net unrealized investment gains (losses) of $( 143 ) million and $ 39 million, respectively, and the DSI balance included net unrealized investment gains of $( 61 ) million and $ 7 million, respectively.

For the in-force liabilities as of December 31, 2022, the estimated amortization expense for VOBA in future fiscal periods is as follows (in millions):

Estimated Amortization Expense

2023 $ ( 53 )

Thereafter 702

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Indefinite lived tradenames and other 59 N/A 59 Indefinite

Amortization expense for amortizable intangible assets, which consist primarily of VODA, customer relationships and computer software, was $ 135 million, $ 138 million, and $ 131 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Amortization expense for amortizable intangible assets, which consist primarily of VODA, customer relationships and computer software and definite lived trademarks, tradenames and other, was $ 133 million, $ 135 million, and $ 138 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Estimated amortization expense for the next five years for assets owned at December 31, 2022, is $ 131 million in 2023, $ 96 million in 2024, $ 72 million in 2025, $ 58 million in 2026 and $ 47 million in 2027.

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Goodwill associated with acquisitions 38 — — 38

Adjustments to prior year acquisitions $ 1 $ 5 $ — 6

Balance, December 31, 2021 $ 2,517 $ 1,756 $ 266 $ 4,539

Goodwill associated with acquisitions 103 — — 103

Adjustments to prior year acquisitions 1 5 — 6

Balance, December 31, 2022 $ 2,620 $ 1,756 $ 266 $ 4,642

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F&G primarily seeks reinsurance coverage in order to limit its exposure to mortality losses and enhance capital management.

If the underlying policy being reinsured is an insurance contract, F&G follows reinsurance accounting when there is adequate risk transfer or deposit accounting if there is inadequate risk transfer.

F&G follows reinsurance accounting when there is adequate risk transfer or deposit accounting if there is inadequate risk transfer.

If the underlying policy being reinsured is an investment contract, the effects of the agreement are accounted for as a separate investment contract.

Refer to Note A Business and Summary of Significant Accounting Policies for more information over our accounting policy for reinsurance agreements.

The effect of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the twelve and seven months ended December 31, 2021 and December 31, 2020 were as follows (in millions):

Twelve months ended Seven months ended

December 31, 2021 December 31, 2020

Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred

The effect of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the years ended December 31, 2022 and December 31, 2021, and the seven months ended December 31, 2020 were as follows (in millions):

Year Ended Seven months ended

December 31, 2022 December 31, 2021 December 31, 2020

Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred

Direct $ 1,522 $ 3,671 $ 1,314 $ 3,282 $ 108 $ 976

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Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits.

F&G did not write off any significant reinsurance balances during the year ended December 31, 2021 or the seven months ended December 31, 2020.

F&G did not commute any ceded reinsurance treaties during the year ended December 31, 2021 or the seven months ended December 31, 2020.

Following the adoption of ASC 326, F&G estimates expected credit losses on reinsurance recoverables using a probability of default/loss given default model.

F&G did not write off any significant reinsurance balances during the years ended December 31, 2022 and December 31, 2021, or the seven months ended December 31, 2020.

F&G did not commute any ceded reinsurance treaties during the years ended December 31, 2022 and December 31, 2021, or the seven months ended December 31, 2020.

F&G estimates expected credit losses on reinsurance recoverables using a probability of default/loss given default model.

Significant inputs to the model include the reinsurer's credit risk, expected timing of recovery, industry-wide historical default experience, senior unsecured bond recovery rates, and credit enhancement features.

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For the seven months ended December 31, 2020, the expected credit loss reserve increased from $ 0 to $ 21 million.

During the year ended December 31, 2021, the expected credit loss reserve decreased by $ 1 million to $ 20 million.

As of December 31, 2022 and December 31, 2021, the expected credit loss reserve was $ 10 million and $ 20 million, respectively.

No policies issued by F&G have been reinsured with any foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance.

F&G has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than non-payment of premiums or other similar credit issues.

On January 15, 2021, F&G executed a Funds Withheld Coinsurance Agreement with Aspida Re, a Bermuda reinsurer.

New Reinsurance Transaction.

Effective December 31, 2022, F&G entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd.

("New Re"), a third-party reinsurer, to cede a quota share of certain FIA policies and related waiver of surrender charges, issued after January 1, 2022, on a coinsurance and yearly renewable term basis.

The coinsurance quota share is only applicable to the base contract benefits under the FIA policies.

The yearly renewable term is applicable to the waiver of surrender charges.

As the FIA policies ceded do not include any GMWB or GMDB benefits, there is no significant insurance risk present and therefore the effects of this agreement are accounted for as a separate investment contract.

Aspida Reinsurance Transaction.

F&G executed a Funds Withheld Coinsurance Agreement with Aspida Re, a Bermuda reinsurer.

In accordance with the terms of this agreement, F&G cedes to the reinsurer, on a fifty percent ( 50 %) funds withheld coinsurance basis, certain multiyear guaranteed annuity business written effective January 1, 2021.

The effects of this agreement are accounted for as a separate investment contract.

F&G has an indemnity reinsurance agreement with Hannover Re, a third party reinsurer, to cede a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB and GMDB guarantees associated with an in-force block of its FIA and fixed deferred annuity contracts.

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

therefore, deposit accounting is applied.

F&G incurred risk charge fees of $ 21 million and $ 12 million during the year ended December 31, 2021 and the seven months ended December 31, 2020, respectively in relation to this reinsurance agreement.

The agreement was originally executed January 15, 2021 and amended in August 2021 and September 2022.

For reinsured policies issued prior to September 1, 2022, the policies are ceded on a fifty percent ( 50 %) quota share basis.

For reinsured policies issued on or after September 1, 2022, the policies are ceded on a seventy-five percent ( 75 %) quota share basis, capped at $ 350 million cession per month.

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

Somerset Reinsurance Transaction.

F&G entered into a reinsurance agreement with Kubera, a third-party 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.

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This agreement cedes GAAP and statutory reserves of approximately $ 1 billion.

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 A - Business and Summary of Significant Accounting Policies .

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

Kubera Reinsurance Transaction.

F&G 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.

F&G incurred risk charge fees of $ 5 million and $ 4 million during the year ended December 31, 2021 and the seven months ended December 31, 2020, respectively, in relation to this reinsurance agreement.

To enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $ 300 million, to the extent a potential funding shortfall (treaty assets

are less than the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement.

The agreement was subsequently amended and restated on October 1, 2022 whereby F&G recaptured approximately $ 52 million in statutory reserves solely related to waiver of surrender charges.

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.

F&G incurred risk charge fees of $ 12 million $ 5 million, and $ 4 million during the years ended December 31, 2022 and December 31, 2021, or the seven months ended December 31, 2020, respectively, in relation to this reinsurance agreement.

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At December 31, 2021, the amount funded under the NPA was insignificant.

As of December 31, 2022 and December 31, 2021, the amount funded under the NPA was insignificant.

Canada Life Reinsurance Transaction.

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

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

This treaty was amended effective January 1, 2021 and January 1, 2022, and covers FIA policies with GMWB issued from January 1, 2020 to December 31, 2023.

Effective October 1, 2022, the treaty was then amended and restated to cover additional FIA business policies.

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

therefore, deposit accounting is applied.

F&G incurred risk charge fees of $ 2 million and $ 1 million during the year ended December 31, 2021 and the seven months ended December 31, 2020, respectively, in relation to this reinsurance agreement.

F&G incurred risk charge fees of $ 4 million, $ 2 million and $ 1 million during the years ended December 31, 2022 and December 31, 2021, and the seven months ended December 31, 2020, respectively, in relation to this reinsurance agreement.

Hannover Reinsurance Transaction.

F&G has an indemnity reinsurance agreement with Hannover Re, a third-party reinsurer, to cede a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB and GMDB guarantees associated with an in-force block of its FIA and fixed deferred annuity contracts.

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

therefore, deposit accounting is applied.

F&G incurred risk charge fees of $ 20 million, $ 21 million and $ 12 million during the years ended December 31, 2022 and December 31, 2021, or the seven months ended December 31, 2020, respectively, in relation to this reinsurance agreement.

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.

Concentration of Reinsurance Risk

F&G has a significant concentration of reinsurance risk with third party reinsurers, Wilton Reassurance Company (“Wilton Re”), Aspida Re, and Somerset that could have a material impact on our financial position in the event that Wilton Re, Aspida Re, or Somerset fail to perform their obligations under the various reinsurance treaties.

Wilton Re is a wholly-owned subsidiary of Canada Pension Plan Investment Board ("CPPIB").

CPPIB has an AAA issuer credit rating from Standard & Poor's Ratings Services ("S&P") as of December 31, 2021.

Aspida Re has an A- issuer credit rating from AM Best and a BBB issuer credit rating from Fitch as of December 31, 2021, and the risk of non-performance is further mitigated through the funds withheld arrangement.

The Company has a significant concentration of reinsurance risk with third-party reinsurers, Aspida Re, Wilton Reassurance Company (“Wilton Re”), and Somerset that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties.

Aspida Re has an A- issuer credit rating from AM Best as of December 31, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement.

Wilton Re has an A+ issuer credit rating from AM Best and an A issuer credit rating from Fitch as of December 31, 2022.

Somerset has an A- issuer credit rating from AM Best and a BBB+ issuer credit rating from S&P as of December 31, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement.

At December 31, 2021, the net amount recoverable from Wilton Re, Aspida Re, and Somerset were $ 1,269 million, $ 873 million, and $ 780 million, respectively.

On December 31, 2022, the net amounts recoverable from Aspida Re, Wilton Re, and Somerset were $ 3,121 million, $ 1,231 million, and $ 570 million, respectively.

We monitor both the financial condition of individual reinsurers and risk concentration arising from similar activities and economic characteristics of reinsurers to attempt to reduce the risk of default by such reinsurers.

We believe that all amounts due from Wilton Re, Aspida Re, and Somerset for periodic treaty settlements are collectible as of December 31, 2021.

We believe that all amounts due from Aspida Re, Wilton Re, and Somerset for periodic treaty settlements are collectible as of December 31, 2022.

Intercompany Reinsurance Agreements

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

Effective December 31, 2022, FGL Insurance entered into a Coinsurance Agreement with F&G Life Re Ltd.

("Reinsurer"), an affiliated Bermuda reinsurer to issue a quota share of PRT group annuity contracts.

Some of the contracts reinsured are held by FGL Insurance’s general account and others are held by a FGL Insurance separate account (which does not meet the GAAP definition of a separate account).

The cession from FGL Insurance to the Reinsurer is on a 80 % quota share basis.

Reinsurance of the separate account contracts are maintained on a modified coinsurance basis and reinsurance of the

general account contracts are maintained on a funds withheld basis.

On the funds withheld portion of the transaction, FGL Insurance ceded approximately $ 380 million, in certain PRT Statutory Reserves and Interest Maintenance Reserve.

FGL Insurance also established a modified coinsurance reserve of approximately $ 1.7 billion associated with the PRT Separate Account Insurance Liabilities.

Effective October 1, 2022, the treaty was amended and restated to cover additional FIA, DA and MYGA policy issue years.

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

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

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

The reimbursement agreement associated with the facility was amended and restated on September 30, 2022.

As a result, the financing facility now has $ 200 million available to draw on as of December 31, 2022.

The amended facility may terminate earlier than the current termination date of October 1, 2027, in accordance with the terms of the reimbursement agreement.

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

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

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

("Reinsurer"), an affiliated Bermuda reinsurer, to reinsure a quota share of FIA policies to the Reinsurer.

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

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

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

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

FGL Insurance ceded and the Reinsurer retroceded approximately $ 5.0 billion and $ 2.2 billion, respectively, in certain FIA Statutory Reserves and Interest Maintenance Reserve.

Note P — Regulation and Equity

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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 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.

Since we are regulated 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, particularly the Title segment, 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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Through our wholly owned F&G subsidiary, our U.S.

insurance subsidiaries, FGL NY Insurance, and Raven Re, file financial statements with state insurance regulatory authorities and the NAIC that are prepared in accordance with SAP prescribed or permitted by such authorities, which may vary materially from GAAP.

insurance subsidiaries, FGL Insurance, Fidelity & Guaranty Life Insurance Company of New York ("FGL NY Insurance"), and Raven Re, file financial statements with state insurance regulatory authorities and the NAIC that are prepared in accordance with SAP prescribed or permitted by such authorities, which may vary materially from GAAP.

Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules.

Permitted SAP encompasses all accounting practices not so prescribed.

The principal differences between SAP financial statements and financial statements prepared in accordance with GAAP are that SAP financial statements do not reflect DAC, DSI and VOBA,

some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contract holder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted.

The principal differences between SAP financial statements and financial statements prepared in accordance with GAAP are that SAP financial statements do not reflect VOBA, DAC and DSI, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contractholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted.

Accordingly, SAP operating results and SAP capital and surplus may differ substantially from amounts reported in the GAAP basis financial statements for comparable items.

Our principal insurance subsidiaries' statutory (SAP and GAAP) financial statements are based on a December 31 year end.

Statutory net income and statutory capital and surplus of our wholly owned insurance subsidiaries were as follows (in millions):

Subsidiary (state/country of domicile) (a)

Statutory net income and statutory capital and surplus of our wholly owned U.S regulated insurance subsidiaries were as follows (in millions):

Subsidiary (state of domicile) (a)

FGL Insurance (IA) FGL NY Insurance (NY) Raven Re (VT)

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Year ended December 31, 2022 $ ( 243 ) $ ( 15 ) $ ( 111 )

Year ended December 31, 2021 351 4 3

Statutory Capital and Surplus:

December 31, 2022 $ 1,877 $ 82 $ 121

Subsidiary (state/country of domicile) (a)

FGL Insurance (IA) FGL NY Insurance (NY) Raven Re (VT)

Statutory Net (Loss) income:

Seven months ended December 31, 2020 $ ( 46 ) $ ( 2 ) $ 12

Statutory Capital and Surplus:

December 31, 2021 1,473 99 115

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In addition, and pursuant to an order issued by the Iowa Commissioner on November 28, 2017, FGL Insurance may not pay any dividend or other distribution to shareholders prior to November 28, 2020 without the prior approval of the Iowa Commissioner.

As of December 31, 2021 and 2020, upon approval by the Iowa Commissioner, FGL Insurance declared and paid extraordinary dividends of $ 38 million and $ 151 million to its parent, respectively.

During the years ended December 31, 2022 and 2021, upon approval by the Iowa Commissioner, FGL Insurance declared and paid extraordinary dividends of $ 0 million and $ 38 million to its parent, respectively.

FGL Insurance applies Iowa-prescribed accounting practices that permit Iowa-domiciled insurers to report equity call options used to economically hedge FIA index credits at amortized cost for statutory accounting purposes and to calculate FIA statutory reserves such that index credit returns will be included in the reserve only after crediting to the annuity contract.

Effective October 1, 2022, the Company incorporated IUL products under these Iowa-prescribed accounting practices.

This resulted in a $ 152 million and $ 106 million decrease to statutory capital and surplus at December 31, 2022 and 2021, respectively.

FGL Insurance’s statutory carrying value of Raven Re reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset which increased Raven Re’s statutory capital and surplus by $ 85 million at December 31, 2021 and 2020.

FGL Insurance’s statutory carrying value of Raven Re reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset, which increased Raven Re’s statutory capital and surplus by $ 200 million and $ 85 million at December 31, 2022 and 2021, respectively.

Raven Re is also permitted to follow Iowa prescribed statutory accounting practice for its reserves on reinsurance assumed from FGL Insurance, which increased Raven Re’s statutory capital and surplus by $ 28 million at December 31, 2022 and by $ 0 million at December 31, 2021.

Without such permitted statutory accounting practices, Raven Re’s statutory capital and surplus (deficit) would be $ 30 million as of December 31, 2021 and would be $( 6 ) million as of December 31, 2020, and its risk-based

capital would fall below the minimum regulatory requirements.

Without such permitted statutory accounting practices, Raven Re’s statutory capital and surplus (deficit) would be $( 107 ) million as of December 31, 2022 and would be $ 30 million as of December 31, 2021, and its risk-based capital would not fall below the minimum regulatory requirements.

The letter of credit facility is collateralized by NAIC 1 rated debt securities.

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As of December 31, 2022, FGL NY Insurance did not follow any prescribed or permitted statutory accounting practices that differ from the NAIC's statutory accounting practices.

The prescribed and permitted statutory accounting practices have no impact on our Condensed Consolidated Financial Statements which are prepared in accordance with GAAP.

The prescribed and permitted statutory accounting practices have no impact on our Consolidated Financial Statements, which are prepared in accordance with GAAP.

On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024, replacing the prior stock repurchase program that expired on July 31, 2021.

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Lease liability, at present value $ 418

Supplementary Cash Flow Information for certain information on noncash investing and financing activities related to our operating lease arrangements.

See Note K Supplementary Cash Flow Information for certain information on noncash investing and financing activities related to our operating lease arrangements.

Note R - Property and Equipment

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Note T — Income Taxes

Income tax expense (benefit) on continuing operations consists of the following:

Income tax (benefit) expense on continuing operations consists of the following:

Year Ended December 31,

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Unrealized (loss) gain on investments and other financial instruments ( 947 ) ( 141 ) 332

Unrealized gain on foreign currency translation and cash flow hedging — 1 1

Unrealized (loss) gain on foreign currency translation and cash flow hedging ( 4 ) — 1

Other comprehensive earnings attributable to noncontrolling interest 8 — —

Minimum pension liability adjustment 2 ( 2 ) 4

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Change in tax status benefit — — ( 2.0 )

Benefit on Capital Loss Carryback ( 1.5 ) — —

Non-deductible expenses and other, net 0.1 0.8 0.5

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Net operating loss carryforwards 38 27

Derivatives 67 —

Accrued liabilities 5 1

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State income taxes 5 8

Investment securities 952 —

Capital loss carryover 8 41

Basis difference held-for-sale — 19

Life insurance and claim related adjustments 669 854

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Amortization of goodwill and intangible assets ( 117 ) ( 140 )

Other investments — ( 7 )

Other ( 2 ) ( 2 )

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Total deferred tax liability $ ( 1,158 ) $ ( 1,383 )

Net deferred tax liability $ ( 205 ) $ ( 292 )

Our net deferred tax liability was $ 205 million and $ 292 million as of December 31, 2021 and 2020, respectively.

Net deferred tax asset (liability) $ 676 $ ( 205 )

Our net deferred tax asset (liability) was $ 676 million and $( 205 ) million as of December 31, 2022 and 2021, respectively.

The significant changes in the deferred taxes are as follows:

the deferred tax liability for investment securities decreased by $ 1,353 million primarily due to unrealized losses recorded on investment securities, of which $ 144 million was related to unrealized losses in our Title segment and $ 1,209 million was related to unrealized losses in our F&G segment's life insurance business.

The deferred tax liability relating to partnerships increased by $ 99 million, primarily due to increased investments in higher yield partnerships by F&G and the related unrealized gains.

The F&G segment's life insurance business’ deferred tax liability relating to VOBA decreased by $ 59 million due to GAAP amortization.

The deferred tax liability relating to partnerships decreased by $ 60 million, primarily due to increased tax basis in partnership investments by F&G and R&E expense capitalization at FNF’s partnerships.

The F&G segment’s life insurance business’ deferred tax liability relating to the VOBA increased by $ 101 million due to unrealized losses on the VOBA assets.

The deferred tax liability related to deferred acquisition costs increased by $ 141 million, which is consistent with the growth in sales in our F&G segment.

The deferred tax liability relating to derivatives in our F&G segment increased by $ 30 million due to unrealized gains on call options.

The deferred tax asset related to credit carryovers increased by $ 18 million, of which $ 11 million related to our F&G segment's life insurance business and $ 7 million related to Title segment.

The deferred tax asset for basis differences held-for-sale was reduced by $ 19 million due to the sale of an F&G entity.

The reinsurance receivable deferred tax asset decreased by $ 33 million

and the reinsurance receivable deferred tax liability increased by $ 16 million, both due to unrealized gains in the funds withheld portfolios within our F&G segment.

As of December 31, 2021, we have net operating losses ("NOLs") on a pretax basis of $ 129 million, of which $ 53 million related to our Title segment and $ 76 million related to our F&G segment's life insurance business, which are available to carryforward and offset future federal taxable income.

The deferred tax liability relating to derivatives in our F&G segment decreased by $ 135 million due to unrealized losses for call options.

The reinsurance receivable deferred tax asset decreased by $ 15 million, and the reinsurance receivable deferred tax liability increased by $ 109 million both due to unrealized losses in the funds withheld portfolios in the F&G segment.

The deferred tax asset relating to the capital loss carryover decreased by $ 33 million which is primarily related to the effective settlement of a capital loss carryback tax benefit previously unrecognized.

The deferred tax asset relating to life insurance receivables decreased by $ 185 million primarily due to tax reserves increasing more than GAAP reserves by F&G.

As of December 31, 2022, we have net operating losses ("NOLs") on a pretax basis of $ 181 million, of which $ 48 million relates to our Title segment and $ 133 million relates to our F&G segment's life insurance business, which are available to carryforward and offset future federal taxable income.

The NOLs are U.S.

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Most of the NOLs are subject to an annual Internal Revenue Code Section 382 limitation.

These losses will begin to expire in year 2023 and we fully anticipate utilizing these losses prior to expiration with the exception of $ 24 million of gross net operating losses that are offset by a $ 24 million valuation allowance in the title segment.

These losses will begin to expire in 2034 and we fully anticipate utilizing these losses prior to expiration with the exception of $ 25 million of gross net operating losses that are offset by a $ 25 million valuation allowance in the Title segment.

As of December 31, 2022 and 2021, we had $ 74 million and $ 77 million of tax credits, respectively, which expire between 2025 and 2042.

The credits primarily consist of general business credits from historical acquisitions, including $ 30 million associated with our F&G segment's life insurance business.

We anticipate that these credits will be utilized prior to expiration after a valuation allowance of $ 28 million on the general business credits in our title segment.

We anticipate that these credits will be utilized prior to expiration after a valuation allowance of $ 28 million, which primarily relates to the general business credits in our Title segment.

As of December 31, 2022, a valuation allowance on the net deferred tax asset for unrealized capital losses of $ 118 million was recorded, of which $ 88 million related to our Title segment and $ 30 million related to our F&G segment.

Valuation allowance was recorded in 2022 because it is more likely than not that this amount of deferred tax assets will not be realized.

We considered sources of income available as of December 31, 2022 and determined a valuation allowance was needed.

No similar valuation allowance was necessary as of December 31, 2021 as there was a net deferred tax liability for unrealized capital gains.

As of December 31, 2022 and 2021, the balance of unrecognized tax benefits which would, if recognized, favorably affect our effective tax rate was $ 0 million and $ 24 million, respectively.

Interest and penalties accrued on income tax uncertainties are recorded as a component of income tax expense and were $ 1 million as of December 31, 2021 and 2020.

It is reasonably possible that as a result of the carryback request and approval of the Joint Committee of Taxation, unrecognized tax benefits could decrease as much as $ 58 million within the next 12 months.

This reserve relates to a timing difference.

A reconciliation of the beginning and ending unrecognized tax benefits is as follows (in millions):

Interest and penalties accrued on income tax uncertainties are recorded as a component of income tax expense and were $ 0 million and $ 1 million as of December 31, 2022, and 2021, respectively.

Unrecognized tax benefits decreased in 2022 when the refund was examined to a sufficient extent without adjustment such that the tax position was effectively settled.

A reconciliation of the beginning and ending unrecognized tax benefits is as follows:

Year ended December 31,

(In millions)

Beginning balance $ 60 $ 64

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F&G's life insurance subsidiaries, as well as certain F&G non-life subsidiaries file separate tax returns from the FNF consolidated group.

Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2021 includes $ 52 million of tax receivables related to F&G subsidiaries that file separate tax returns.

Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2020 includes $20 million of tax receivables and $8 million in deferred tax assets related to F&G subsidiaries who file separate tax returns.

The Internal Revenue Service (“IRS”) has selected us to participate in the Compliance Assurance Program that is a real-time audit.

Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2022 includes $ 27 million of tax receivables and $ 747 million of deferred tax assets related to F&G subsidiaries who file separate tax returns.

Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2021 includes $ 52 million of tax receivables related to F&G subsidiaries who file separate tax returns.

The Internal Revenue Service (“IRS”) has selected us to participate in the CAP program that is a real-time audit.

We are currently under audit by the IRS for the 2021 through 2022 tax years.

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FNF 401(k) Profit Sharing Plan

During the three-year period ended December 31, 2021 , we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees.

During the three-year period ended December 31, 2022 , we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to

substantially all of our employees.

Eligible employees may contribute up to 40 % of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code.

We make an employer match on the 401(k) Plan of $ 0.375 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

During the years ended December 31, 2021 and 2020, we made an employer match on the 401(k) Plan of $ 0.375 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

During the year ended December 31, 2022, we increased the employer match on the 401(k) Plan to $ 0.50 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees.

The employer match was $ 50 million, $ 36 million, and $ 31 million for the years ended December 31, 2022, 2021, and 2020, respectively, and was credited based on the participant's individual investment elections in the FNF 401(k) Plan.

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The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents.

As of December 31, 2021, there were 1,639,226 shares of restricted stock and 996,113 stock options outstanding under the Omnibus Plan.

As of December 31, 2022, there were 1,841,544 shares of restricted stock and no stock options outstanding under the Omnibus Plan.

Awards granted are approved by the Compensation Committee of the Board of Directors.

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Exercised ( 3,208,712 ) 18.45

Canceled ( 4,550 ) 25.34

Balance, December 31, 2020 2,321,413 $ 24.24 2,321,413

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Balance January 1, 2020 — $ — —

Options assumed in connection with the F&G acquisition 2,411,585 36.04

Options assumed in connection with F&G acquisition 2,411,585 36.04

Exercised ( 109,159 ) 27.64

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Balance, December 31, 2021 1,527,936 $ 35.97 1,072,584

Exercised ( 352,614 ) 38.79

Canceled ( 2,715 ) 28.00

Balance, December 31, 2022 1,172,607 $ 35.15 1,172,607

FNF restricted stock transactions under the Omnibus Plan in 2022 , 2021, and 2020 are as follows:

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Granted 994,548 40.83

Canceled ( 7,577 ) 37.20

Vested ( 792,230 ) 41.44

Balance, December 31, 2022 1,841,544 $ 41.59

FNF restricted stock transactions under the F&G Omnibus Plan in 2021 and 2020 are as follows:

FNF restricted stock transactions under the F&G Omnibus Plan in 2022, 2021 , 2020 are as follows:

Shares Weighted Average Grant Date Fair Value

Balance, December 31, 2019 — $ —

Balance, January 1, 2020 — $ —

Granted 474,025 34.13

5 unchanged sentences

Balance, December 31, 2021 718,641 $ 40.24

Canceled ( 78,551 ) 37.79

Vested ( 138,542 ) 34.11

Balance, December 31, 2022 501,548 $ 42.31

The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2022 :

13 unchanged sentences

1,172,607 $ 4 1,172,607 $ 4

34,106 4.87 35.89 1 6,821 4.87 35.89 —

$ 35.90 - $ 39.10

1,088,586 4.05 39.10 14 748,808 3.77 39.1 10

2,524,049 $ 52 2,068,697 $ 45

We account for stock-based compensation plans in accordance with GAAP on share-based payments, which requires that compensation cost relating to share-based payments be recognized in the consolidated financial statements based on the fair value of each award.

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Effective December 31, 2000, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary.

The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan being frozen as of December 31, 2000.

The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan

being frozen as of December 31, 2000.

Pursuant to GAAP on employers’ accounting for defined benefit pension and other post retirement plans, the measurement date is December 31.

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2022 2021 2020

California 14.6 % 15.2 % 14.3 %

Texas 15.0 % 13.0 % 12.3 %

California 12.0 % 14.6 % 15.2 %

Florida 10.6 % 9.3 % 8.6 %

Pennsylvania 5.1 % 4.8 % 4.7 %

Illinois 5.3 % 5.1 % 5.0 %

Pennsylvania 5.2 % 5.1 % 4.8 %

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables.

20 unchanged sentences

See Note E Investments for further discussion of the adoption as it relates to our fixed maturity securities available for sale.

In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment.

The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit.

The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value;

however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

We adopted this standard as of January 1, 2020 and are applying this guidance on a prospective basis.

The overall effect of Topic 350 had no impact to the Consolidated Financial Statements upon adoption.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years.

The new guidance introduces the following requirements:

for investments in certain entities that calculate net asset value, investors are required to disclose the timing of liquidation of an investee's assets and the date when restrictions from redemption might lapse if the investee has communicated timing to the entity or announced timing publicly;

entities should use the measurement uncertainty disclosure to communicate information about the uncertainty in measurement as of the reporting date;

entities must disclose changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, or other quantitative information in lieu of weighted average if the entity determines such information would be more reasonable and rational;

and entities are no longer required to disclose the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements.

We adopted this standard on June 1, 2020 as a result of our acquisition of F&G, and the overall effect of Topic 820 on our Consolidated Financial Statements was not material upon adoption.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities, effective for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years.

Under this update, entities must consider indirect interests held through related parties under common control on a proportional basis to determine whether a decision-making fee is a variable interest.

We adopted this standard on June 1, 2020 as a result of our acquisition of F&G, and it did not have an impact on our Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740), which simplifies various aspects of the income tax accounting guidance and will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

1 unchanged sentence

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs.

The amendments in this update clarify that callable debt securities should be re-evaluated each reporting period to determine if the amortized cost exceeds the amount repayable by the issuer at the next earliest call date,

and, if so, the excess should be amortized to the next call date.

We adopted this standard as of January 1, 2021 and are applying this guidance on a prospective basis.

1 unchanged sentence

Pronouncements Not Yet Adopted

In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years.

In June of 2020, the FASB deferred the effective date of ASU 2018-12 for one-year in response to implementation challenges resulting from COVID-19.

In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts, as clarified and amended by ASU 2019-09, Financial Services-Insurance:

Effective Date and ASU 2020-11, Financial Services-Insurance:

Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years.

This update introduced the following requirements:

assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being recognized in the statement of operations;

the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in other comprehensive income;

market risk benefits associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value attributable to a change in the instrument-specific credit risk being recognized in other comprehensive income;

deferred acquisition costs are required to be amortized in proportion to premiums, gross profits, or gross margins and those balances must be amortized on a constant level basis over the expected term of the related contracts;

market risk benefits ("MRBs") associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value recognized in earnings, except for the change attributable to instrument-specific credit risk which is recognized in OCI;

deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins;

instead, those balances must be amortized on a constant level basis over the expected term of the related contracts;

deferred acquisition costs must be written off for unexpected contract terminations;

and disaggregated rollforwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed.

The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements.

We do not currently expect to early adopt this standard.

We have identified specific areas that will be impacted by the new guidance and are in the process of assessing the accounting, reporting and/or process changes that will be required to comply as well as the impact of the new guidance on our consolidated financial statements.

In December 2021, the FASB issued ASU 2021-10, Financial Services-Insurance (Topic 944), Government Assistance Requires Disclosures, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years.

and disaggregated rollforwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, MRBs, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed.

The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements.

We do not currently expect to early adopt this standard.

We have identified specific areas that will be impacted by the new guidance.

This guidance will bring significant changes to how we account for certain insurance and annuity products within our business and expand disclosures.

As part of the implementation process, to date our progress includes, but is not limited to the following:

identifying and documenting contracts and contract features in scope of the guidance;

identifying actuarial models, systems, and processes to be updated;

building and running models;

generating and analyzing preliminary output;

evaluating and finalizing key accounting policies;

evaluating transition requirements and impacts;

and establishing, documenting, and executing appropriate internal controls.

We will not early adopt this standard and have selected the full retrospective transition method, which requires the new guidance be applied as of the beginning of the earliest period presented or January 1, 2021, referred to as the transition date.

Adoption of this standard is expected to increase total stockholders’ equity as of the transition date, January 1, 2021, up to approximately $ 200 million, net of tax.

This transition adjustment is expected to primarily increase Retained Earnings, as well as OCI.

The most significant driver of this transition adjustment expected to increase Retained Earnings is the measurement of certain benefits historically recorded as insurance liabilities which will now be classified and measured as MRBs, along with their subsequent changes in fair value, excluding changes attributable to instrument-specific credit risk, which are recorded as a component of OCI.

The most significant drivers of this transition adjustment expected to increase OCI are the reversal of intangible balances previously recorded as an adjustment to unrealized gains (losses) on available for sale securities, the remeasurement of the liability for future policyholder benefits using a discount rate assumption that reflects upper-medium grade fixed-income instruments, and the effect of changes in the fair value of MRBs attributable to changes in the instrument-specific credit risk.

As of December 31, 2022, the Company continues to expect the measurement drivers above, in relation to the current market conditions, to support a favorable impact to total stockholders’ equity at or greater than the transition impact, contingent upon the completion of our ongoing implementation process.

Further, the specific impacts on Retained Earnings and OCI upon adoption of this standard on January 1, 2023 may also differ materially from the transition impact based on the performance of the Company’s business and macroeconomic conditions, including changes in interest rates.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

The amendments in this update eliminate the Troubled Debt Restructuring ("TDR") recognition and measurement guidance for creditors and, instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan.

The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

Additionally, these amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20.

The guidance is effective for entities that have adopted ASU 2016-13 Financial Instruments – Credit Losses:

Measurement of Credit Losses on Financial Instruments (Topic 326) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption is permitted.

We do not expect this guidance to have a material impact on our Consolidated Financial Statements and related disclosures upon adoption.

We do not currently plan to early adopt this standard.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction and clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not

considered in measuring fair value.

The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

Additionally, the amendments require the following disclosures for equity securities subject to contractual sale restrictions:

the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s), and the circumstances that could cause a lapse in the restriction(s).

The amendments in this update do not change the principles of fair value measurement, rather, they clarify those principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments.

The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, though early adoption is permitted.

We do not currently expect to early adopt this standard and are in the process of assessing this standard and its impact on our accounting and disclosures.

Note X — Net Income Attributable to FNF Common Shareholders and Change in Total Equity

On December 1, 2022, we completed the F&G Distribution.

For further information related to the F&G Distribution, refer to Note A Business and Summary of Significant Accounting Policies .

On July 29, 2020, we purchased for $ 90 million the outstanding Class A units of ServiceLink held by its minority owners.

As of the purchase date, ServiceLink is a wholly owned subsidiary of FNF.

For further information related to the purchase of the outstanding Class A units of ServiceLink held by its minority owners, refer to Note A Business and Summary of Significant Accounting Policies .

The following table presents the effect of the change in our ownership percentage in F&G and ServiceLink on equity attributable to FNF:

Year ended December 31,

2022 2021 2020

(In millions)

Net earnings attributable to FNF common shareholders $ 1,136 $ 2,422 $ 1,427

Decrease in additional paid-in capital for decrease in ownership of F&G ( 19 ) — —

Decrease in retained earnings for decrease in ownership of F&G ( 301 ) — —

Increase in accumulated comprehensive earnings for decrease in ownership of F&G 29 — —

Increase in additional paid-in capital for increase in ownership percentage in ServiceLink — — 211

Decrease in noncontrolling interests resulting from increased ownership in ServiceLink — — 47

Net transfers (to) from noncontrolling interests ( 291 ) — 258

Change in net earnings and equity attributable to FNF common shareholders $ 845 $ 2,422 $ 1,685

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data