8 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.
−Removed: 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").
+Added: 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, Inc.
On December 1, 2022, we completed our previously announced separation and distribution to our shareholders, on a pro rata basis, of approximately 15% of the common stock of F&G (the "F&G Distribution").
2 unchanged sentences
As a result of the F&G Distribution, F&G is a separate, publicly traded company and its businesses, assets and liabilities consist of those related to F&G’s business as a provider of insurance solutions serving retail annuity and life customers and institutional clients.
−Removed: Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company and Fidelity & Guaranty Life Insurance Company of New York, F&G intends to continue to market a broad portfolio of deferred annuities (fixed indexed annuities and multi-year guarantee annuities or other fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements (through funding agreement-backed notes issuances and the Federal Home Loan Bank of Atlanta) and pension risk transfer solutions.
+Added: Through F&G’s insurance subsidiaries, including Fidelity & Guaranty Life Insurance Company ("FGL Insurance") and Fidelity & Guaranty Life Insurance Company of New York ("FGL NY Insurance"), F&G intends to continue to market a broad portfolio of deferred annuities (fixed indexed annuities ("FIAs") and multi-year guarantee annuities ("MYGAs") or other fixed rate annuities), immediate annuities, indexed universal life insurance ("IUL"), 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.
20 unchanged sentences
We are one of the largest title insurance companies in the United States and a leading provider of title insurance and escrow and other title-related services for real estate transactions.
−Removed: Through the third quarter of 2022, our insurance companies had a 31.9% share of the U.S.
+Added: Through the third quarter of 2023, our insurance companies had a 30.7% sh are of the U.S.
title insurance market, according to the American Land Title Association ("ALTA").
4 unchanged sentences
We have strong relationships with the customers who use our title services.
−Removed: Our distribution network, which includes more th an 1,400 dire ct residential title offices and approximat ely 5,300 agents , is among the largest in the United States.
+Added: Our distribution network, which includes approximately 1,300 dire ct title offices and approximat ely 5,200 agents , is among the largest in the United States.
We also benefit from strong brand recognition in our multiple title brands that allows us to access a broader client base than if we operated under a single consolidated brand and provides our customers with a choice among brands.
17 unchanged sentences
Our strategic partnership with Blackstone provides a sustained competitive advantage for our business.
−Removed: Blackstone and its affiliate Blackstone ISG-I Advisors LLC (“BIS”) partners with our strategic investment office to deeply understand our liability profile when making asset allocation decisions and then originates unique investment opportunities not traditionally available to insurers.
−Removed: These investments allow us to enter higher-margin lines and create the potential to intermediate investment banks in credit origination.
+Added: Our liability profile and risk appetite drives our investment strategy.
+Added: F&G’s investment and risk offices set strategic asset allocation and risk limits.
+Added: Blackstone is responsible for idea generation and security selection.
+Added: Blackstone’s capabilities expand our investment universe to new asset classes and their origination capabilities provide incremental spread.
+Added: Our high quality, diversified investment portfolio is well positioned to withstand macroeconomic headwinds and continues to perform well.
Clean and profitable in-force book.
As a life insurer, we generate spread earnings based on our assets under management and over the lifetime of the liabilities in place.
−Removed: Our disciplined new business underwriting process provides us with stable liabilities, primarily in products that reset annually, which has allowed us to achieve consistently attractive lifetime returns.
+Added: Our disciplined new business underwriting process provides us with stable
+Added: liabilities, primarily in products that reset annually, which has allowed us to achieve consistently attractive lifetime returns.
Approximately 93% of our $33.0 billion fixed indexed and fixed rate annuities account value are surrender-charge protected and our asset and liability cash flows are well matched.
36 unchanged sentences
We believe that our focus on our operating margins is essential to our continued success in the title insurance business.
−Removed: Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where economic conditions dictate.
+Added: Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where
+Added: economic conditions dictate.
This continual focus on our cost structure helps us to better maintain our operating margins.
12 unchanged sentences
F&G’s deep and experienced management team has successfully diversified products and channels in recent years and demonstrated our ability to deliver consistent top line growth, increase assets under management and generate steady spreads and return on assets across varying market cycles.
+Added: • Driving margin expansion and improved returns.
+Added: We are pursuing strategies to continue to grow earnings, while generating significant positive net cash flow and diversifying into “capital light” flow reinsurance and accretive owned distribution to generate higher return on equity.
Acquisitions, Dispositions, Minority Owned Operating Subsidiaries and Financings
18 unchanged sentences
In connection with our Title segment service offerings, we are continuing to deploy new information system technologies to our direct and agency operations.
−Removed: We continue to improve the process of ordering title and escrow services and improve the delivery of our products to our customers.
+Added: We continue to improve the process of ordering title and
+Added: escrow services and improve the delivery of our products to our customers.
In order to meet new regulatory requirements, we also continue to expand our data collection and reporting abilities.
5 unchanged sentences
("Demotech"), an independent firm, total operating income for the entire U.S.
−Removed: title insurance industry has increased over the last five years from approximately $15.6 billion in 2017 to $27.6 billion in 2021, which represents a $6.9 billion increase from 2020.
+Added: title insurance industry has increased over the last five years from approximately $15.9 billion in 2018 to $27.6 billion in 2021 and $23.4 billion in 2022.
The size of the industry is closely tied to various macroeconomic factors, including, but not limited to, growth in the gross domestic product, inflation, unemployment, the availability of credit, consumer confidence, interest rates, and sales volumes and prices for new and existing homes, as well as the volume of refinancing of previously issued mortgages.
28 unchanged sentences
An owner’s policy is typically also issued, insuring the buyer against defects in title in an amount equal to the purchase price.
−Removed: In a refinancing transaction, only a lender’s policy is generally purchased because ownership of the property has not changed.
+Added: refinancing transaction, only a lender’s policy is generally purchased because ownership of the property has not changed.
In the case of an all-cash real estate purchase, no lender’s policy is issued but typically an owner’s title policy is issued.
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We have approxima tely 1,300 o ffices throughout the U.S.
−Removed: primarily providing residential real estate title insurance.
+Added: primarily providing title insurance.
We continuously monitor the number of direct offices to ensure that it remains in line with our strategy and the current economic environment.
7 unchanged sentences
Premium splits vary by geographic region, and in some states are fixed by insurance regulatory requirements.
−Removed: Our relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on our
+Added: Our relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on our behalf.
The agency agreement also sets forth the agent’s liability to us for policy losses attributable to the agent’s errors.
3 unchanged sentences
We also conduct periodic audits of our agents and strategically manage the number of agents with which we transact business in an effort to reduce future expenses and manage risks.
−Removed: As of December 31, 2022, we transact business with approximat ely 5,300 ag ents.
+Added: As of December 31, 2023, we transacted business with approxim ately 5,200 ag ents.
Fees and Premiums.
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These causes generally include, but are not limited to, search and exam errors, forgeries, incorrect legal descriptions, signature and notary errors, unrecorded liens, mechanics’ liens, the failure to pay off existing liens, mortgage lending fraud, mishandling or theft of settlement funds (including independent agency theft), and mistakes in the escrow process.
−Removed: Under our policies, we are required to defend insureds when covered claims are filed against their interest in the property.
+Added: Under our policies, we are required to defend insureds when covered claims are filed against
+Added: their interest in the property.
Some claimants seek damages in excess of policy limits.
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Our excess of loss reinsurance coverage is split into four contracts.
−Removed: The first excess of loss reinsurance contract provides an $75 million limit of coverage from a single loss occurrence for losses in excess of a $25 million retention per single loss occurrence ("First XOL Contract").
+Added: The first excess of loss reinsurance contract provides an $75 million limit of coverage from a single loss occurrence for losses in excess of a $25 million retention per single loss occurrence.
The second excess of loss reinsurance contract ("Second XOL Contract") provides an additional $300 million limit of coverage from a single loss occurrence, with the Company co-participating at approximately 10%.
12 unchanged sentences
The number and size of competing companies varies in the different geographic areas in which we conduct our business.
−Removed: In our principal markets, competitors include other major title underwriters such as First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation , Westcor Land Title Insurance Company, and WFG National Title Insurance Company, as well as numerous regional title insurance companies, underwritten title companies and independent agency operations at the regional and local level.
+Added: In our principal markets, competitors include other major title underwriters such as First American Financial Corporation, Old Republic International Corporation, Stewart Information Services Corporation , Westcor Land Title Insurance Company, Title Resources Guaranty Company, and WFG National Title Insurance Company, as well as numerous regional title insurance companies, underwritten title companies and independent agency operations at the regional and local level.
The addition or removal of regulatory barriers might result in changes to competition in the title insurance business.
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The CFPB has broad authority to regulate, among other areas, the mortgage and real estate markets in matters pertaining to consumers.
−Removed: This authority includes the enforcement of the Truth-in-Lending Act ("TILA") and the Real Estate Settlement Procedures Act ("RESPA") formerly placed with the Department of Housing and Urban Development.
+Added: This authority includes the enforcement of the Truth-in-Lending Act and the Real Estate Settlement Procedures Act formerly placed with the Department of Housing and Urban Development.
As a holding company with no significant business operations of our own, we depend on dividends or other distributions from our subsidiaries as the principal source of cash to meet our obligations, including the payment of interest on and repayment of principal of any debt obligations and to pay any dividends to our shareholders.
5 unchanged sentences
The laws and regulations of some jurisdictions also prohibit an insurer from declaring or paying a dividend except out of its earned surplus or require the insurer to obtain prior regulatory approval.
−Removed: During 2023, our directly owned title insurers can pay dividends or make distributions to us of approximately $606 million;
+Added: During 2024, our directly owned title insurers can pay dividends or make distributions to us of approximat ely $471 million;
h owever, insurance regulators have the authority to prohibit the payment of ordinary dividends or other payments by our title insurers to us (such as a payment under a tax sharing agreement or for other services) if they determine that such payment could be adverse to our policyholders.
There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders.
−Removed: The combined statutory capital and surplus of our title insurers was approximatel y $1,350 million and $1,903 million as of December 31, 2022 and 2021, respectively.
+Added: The combined statutory capital and surplus of our title insurers was approximate ly $1,225 million and $1,350 million as of December 31, 2023, and 2022, respectively.
The combined statutory earnings of our title insurers were $503 million, $778 million, and $936 million for the years ended December 31, 2023 , 2022 , and 2021 , respectively.
40 unchanged sentences
National Title Insurance of New York A'
−Removed: Demotech states that its ratings of "A"(A double prime)" and "A' (A prime)" reflect its opinion that the insurer possesses "Unsurpassed" ability to maintain liquidity of invested assets, quality reinsurance, acceptable financial leverage and realistic pricing while simultaneously establishing loss and loss adjustment expense reserves at reasonable levels.
+Added: Demotech states that its ratings of A" and A' reflect its opinion that the insurer possesses unsurpassed ability to maintain liquidity of invested assets, quality reinsurance, acceptable financial leverage and realistic pricing while simultaneously establishing loss and loss adjustment expense reserves at reasonable levels.
The A'' and A' ratings are the two highest ratings of Demotech's six ratings.
The ratings of S&P, Moody’s, and Demotech described above are not designed to be, and do not serve as, measures of protection or valuation offered to investors.
−Removed: These financial strength ratings should not be relied on with respect to making an
−Removed: investment in our securities.
+Added: These financial strength ratings should not be relied on with respect to making an investment in our securities.
For further information, refer to Item 1A.
−Removed: Risk Factors — "If the rating agencies downgrade our Company, our results of operations and competitive position in the title insurance industry may suffer.”
+Added: Risk Factors — " If the rating agencies downgrade our insurance companies, our results of operations and competitive position in the title insurance industry may suffer .”
Investment Policies and Investment Portfolio.
6 unchanged sentences
Due to the magnitude of the investment portfolio in relation to our claims loss reserves, durations of investments are not specifically matched to the cash outflows required to pay claims.
−Removed: As of December 31, 2022 and 2021 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.2 billion and $3.7 billion, respectively.
+Added: As of December 31, 2023, and 2022 , the carrying amount of total investments within our Title segment, which approximates the fair value, excluding investments in unconsolidated affiliates, w as approximately $3.0 bil lion and $3.2 billion, respectively.
We purchase investment grade fixed maturity securities, selected non-investment grade fixed maturity securities, preferred stock and equity securities.
26 unchanged sentences
Because of the potential for prepayment on mortgage-backed and asset-backed securities, they are not categorized by contractual maturity.
−Removed: At December 31, 2022 and 2021 , we held $187 million and $136 million, respectively, in investments that are accounted for using the equity method of accounting.
+Added: As of December 31, 2023, and 2022 , we held $263 million and $187 million, respectively, in investments that are accounted for using the equity method of accounting.
As of December 31, 2023, and 2022 , other long-term investments wer e $95 million and $127 million, respectively.
1 unchanged sentence
Short-term investments, which consist primarily of commercial paper and money market instruments that have an original maturity of one year or less, are carried at amortized cost, which approximates fair value.
−Removed: As of December 31, 2022 and 2021 , short-term investments amounted to approximately $1 billion an d $118 million, respectively.
+Added: As of December 31, 2023, and 2022 , short-term investments were approximately $667 million an d $1 billion, respectively.
Our investment results for the years ended December 31, 2023 , 2022 and 2021 were as follows:
6 unchanged sentences
Net investment income includes fees earned by holding customer funds in escrow (off-balance sheet) during facilitation of tax-deferred property exchanges.
+Added: For the years ended December 31, 2023, 2022 and 2021, fees earned during facilitation of tax-deferred property exchanges were $202 million, $106 million and $17 million, respectively.
See Note E Investments to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for a detail of our interest income.
+Added: (2) For the years ended December 31, 2023, 2022 and 2021, average invested assets include off-balance sheet customer funds used in the facilitation of tax-deferred property exchanges of $4,436 million, $8,296 million and $6,526 million, respectively.
Through F&G, and its wholly-owned insurance subsidiaries, we market a broad portfolio of deferred annuities (fixed indexed and fixed rate annuities), immediate annuities, indexed universal life insurance, funding agreements and pension risk transfer solutions.
26 unchanged sentences
All FIA products allow policyholders to allocate funds once a year among several different crediting strategies, including one or more index-based strategies and a traditional fixed rate strategy.
−Removed: High surrender charges apply for early withdrawal, typically for seven to fourteen years after purchase.
+Added: Surrender charges apply for early withdrawal, typically for seven to fourteen years after purchase.
We purchase derivatives consisting predominantly of over-the-counter options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy such as the S&P 500.
9 unchanged sentences
The change in fair value of the options and futures contracts includes the gains and losses recognized at the expiration of the instrument’s term or upon early termination and the changes in fair value of open positions.
+Added: Generally Accepted Accounting Principles in the U.S.
("GAAP") accounting of the reserve liability for products with embedded derivatives such as FIA creates additional volatility beyond the accounting for the options and the futures.
2 unchanged sentences
The cap, spread and participation rate can typically be reset annually and in some instances every two to five years.
−Removed: Certain riders provide a variety of benefits, such as the ability to increase their cap, lifetime income or additional liquidity for a set fee.
+Added: Certain riders provide a variety of benefits, such as the ability to increase their cap, lifetime
+Added: income or additional liquidity for a set fee.
As this fee is fixed, the contract holder may lose principal if the index credits received do not exceed the amount of such fee.
3 unchanged sentences
We made compensating adjustments in the commission paid to the agent or the surrender charges on the policy to offset the premium bonus.
−Removed: Approximately 37% of our FIA contracts were issued with a GMWB rider for the year ended December 31, 2022.
+Added: Approximately 48% of our FIA contracts were issued with a guaranteed minimum withdrawal benefit ("GMWB") rider for the year ended December 31, 2023.
With this rider, a contract owner can elect to receive guaranteed payments for life from the FIA contract without requiring the owner to annuitize the FIA contract value.
12 unchanged sentences
The average crediting rate on all outstanding fixed rate annuities at December 31, 2023, was 5%.
+Added: Deferred Annuities - Registered Index-Linked Annuities (“RILA”).
+Added: – In early 2024, we entered into the RILA markets.
+Added: RILAs are similar to FIAs in offering the policyholder the opportunity for tax-deferred growth based in part on the performance of a market index.
+Added: Compared to an FIA, RILAs have the potential for higher returns but also have the potential for risk of loss to principal and related earnings.
+Added: RILAs provide the ability for the policyholder to participate in the positive performance of certain market indices during a term, limited by a cap or adjusted for a participation rate.
+Added: Negative performance of the market indices during a term can result in negative policyholder returns, with downside protection typically provided in the form of either a “buffer” or a “floor” to limit the policyholder’s exposure to market loss.
+Added: A "buffer" is protection from negative exposure up to a certain percentage, typically 10 or 20 percent.
+Added: A "floor" is protection from negative exposure less than a stated percentage (i.e., the policyholder risks exposure of loss up to the "floor", but is protected against any loss in excess of this amount).
Withdrawal Options for Deferred Annuities .
10 unchanged sentences
The following table summarizes our deferred annuity account values and surrender charge protection as of December 31, 2023:
−Removed: Fixed Rate and Fixed Indexed Annuities Account Value Percent of Total Weighted Average Surrender Charge
−Removed: SURRENDER CHARGE EXPIRATION BY YEAR (Dollars in millions)
+Added: SURRENDER CHARGE EXPIRATION BY YEAR Fixed Rate and Fixed Indexed Annuities Account Value Percent of Total Weighted Average Surrender Charge
+Added: (In millions)
Out of surrender charge $ 2,346 7 % — %
8 unchanged sentences
Single Premium Immediate Annuities .
−Removed: We have previously sold single premium immediate annuities (or “SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the policyholder, according to the policyholder’s choice at the time of issue.
+Added: We have previously sold single premium immediate annuities (“SPIAs”), which provide a series of periodic payments for a fixed period of time or for the life of the policyholder, according to the policyholder’s choice at the time of issue.
The amounts, frequency and length of time of the payments are fixed at the outset of the annuity contract.
6 unchanged sentences
The balance of the cash value account is credited interest at a fixed rate or returns based on the performance of a market index, or both, at the option of the policyholder, using a method similar to that described above for FIAs.
−Removed: Almost all of the life insurance policies in force, except for the return of premium benefits on term life insurance products and universal life contracts issued after March 1, 2010, are subject to a reinsurance arrangement with Wilton Reassurance Company (“Wilton Re”).
−Removed: See section titled “Reinsurance-Wilton Re Transaction” in Item 1.
Funding Agreements.
−Removed: As defined by the IID, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.
+Added: As defined by the Iowa Insurance Division (the "IID"), a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued.
In essence, funding agreement providers are agreeing to a defined stream of future payments in exchange for a single upfront premium.
2 unchanged sentences
F&G currently utilizes two forms of funding agreement offerings.
−Removed: The first is through the issuance of collateralized funding agreements with the FHLB.
−Removed: This enables spread-based income without longevity or mortality exposure given the
−Removed: certainty in liability profile.
+Added: The first is through the issuance of collateralized funding agreements with the Federal Home Loan Bank of Atlanta (the "FHLB").
+Added: This enables spread-based income without longevity or mortality exposure given the certainty in liability profile.
Funding agreements through the FHLB are flexible in their format and the ability to issue during broad windows, as long as sufficient eligible collateral has been deposited with the bank.
5 unchanged sentences
Pension Risk Transfer.
−Removed: In July 2021, we entered the pension risk transfer market.
−Removed: A pension risk transfer occurs when a defined-benefit pension provider seeks to remove some or all of its obligation to pay guaranteed retirement income or post-retirement benefits to plan participants.
+Added: In July 2021, we entered the pension risk transfer ("PRT") market.
+Added: A PRT occurs when a defined-benefit pension provider seeks to remove some or all of its obligation to pay guaranteed retirement income or post-retirement benefits to plan participants.
There are four major types of PRT strategies:
11 unchanged sentences
independent agents, banks, and broker dealers.
−Removed: In our independent agent channel, the sale of our products typically occurs as part of a four-party, three stage sales process between FGL Insurance, an independent marketing organization ("IMO"), the agent and the customer.
+Added: In our independent agent channel, the sale of our products typically occurs as part of a four-party, three stage sales process between FGL Insurance, an IMO, the agent and the customer.
FGL Insurance designs, manufactures, issues, and services the product.
3 unchanged sentences
The agent may get customer leads from the IMOs.
−Removed: The agent conducts a fact finding and presents suitable product choices to the customers.
+Added: The agent conducts fact finding and presents suitable product choices to the customers.
We monitor the business issued by each distribution partner for pricing metrics, mortality, persistency, as well as market conduct and suitability.
10 unchanged sentences
As such, we partner with a select number of financial institution intermediaries who have expertise in the channel and maintain the appropriate field wholesaling forces to be successful in this channel.
−Removed: In 2022, the top 5 firms represented 87% of channel sales.
+Added: In 2023, the top five firms represented 78% of channel sales.
Bank and broker dealers represented 51% of annuity sales for the year ended December 31, 2023.
−Removed: The top five states for the distribution of FGL Insurance’s products in the year ended December 31, 2022 were Florida, California, Texas, Pennsylvania and New Jersey, which together accounted for 37% of FGL Insurance’s premiums.
+Added: The top five states for the distribution of FGL Insurance’s products in the year ended December 31, 2023, were Florida, California, Pennsylvania, Ohio and Texas, which together accounted for 38.5% of FGL Insurance’s premiums.
In addition, beginning in 2021, our institutional business offers funding agreement products to institutional clients by means of capital markets transactions through investment banks.
Funding agreements are also executed through the FHLB.
−Removed: In 2021, we also entered the PRT solutions business by building an experienced team and then working with brokers and
−Removed: institutional consultants for distribution.
+Added: In 2021, we also entered the PRT solutions business by building an experienced team and then working with brokers and institutional consultants for distribution.
These institutional solutions leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone.
3 unchanged sentences
The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies.
−Removed: FGL Insurance and certain other subsidiaries of F&G (other than FGL NY Insurance) are party to IMAs with BIS pursuant to which BIS is appointed as investment manager of the F&G Accounts.
+Added: FGL Insurance and certain other subsidiaries of F&G (other than FGL NY Insurance) are party to investment management agreements ("IMAs") with Blackstone ISG-I Advisors LLC (“BIS”) pursuant to which BIS is appointed as investment manager of the F&G Accounts.
There are no specified minimum amounts of assets that we have agreed that BIS will manage;
2 unchanged sentences
As of December 31, 2023, approximately 85% of our $52 billion investment portfolio was managed by BIS, with 14% managed by other third parties, and the remaining 1% internally managed.
−Removed: BIS, in accordance with our IMAs, has delegated certain investment services to its affiliates, including Blackstone’s Credit, Real Estate Debt and Asset-Based Finance businesses, in each case, pursuant to separate sub-management agreements executed between BIS and each such affiliate.
+Added: BIS, in accordance with our IMAs, has delegated certain investment services
+Added: to its affiliates, including Blackstone’s Credit, Real Estate Debt and Asset-Based Finance businesses, in each case, pursuant to separate sub-management agreements executed between BIS and each such affiliate.
Our investment portfolio consists of high quality fixed maturities, including publicly issued and privately issued corporate bonds, municipal and other government bonds, asset-backed securities ("ABS"), residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS"), commercial mortgage loans ("CMLs"), residential mortgage loans ("RMLs"), limited partnership investments, and other investments.
4 unchanged sentences
dollar denominated emerging market bonds, highly rated preferred stocks and hybrids, and structured securities including ABS.
−Removed: We currently maintain:
−Removed: • a well-matched asset/liability profile (asset duration, including cash and cash equivalents, of 4.9 years vs.
+Added: We currently maintain a well-matched asset/liability profile (asset duration, including cash and cash equivalents, of 5.24 years vs.
liability duration of 4.7 years).
−Removed: • an exposure to less rate-sensitive assets of 30%, of invested assets as of December 31, 2022.
For further discussion of portfolio activity, see Item 7 of Part II of this Annual Report, under Management’s Discussion and Analysis of Financial Condition and Results of Operations-Investment Portfolio.
3 unchanged sentences
• underwriting administration of life insurance applications;
−Removed: • life reinsurance administration;
• call centers;
• information technology development and maintenance;
−Removed: • investment accounting and custody;
+Added: • certain investment accounting and custody;
• co-located data centers and hosting of financial systems.
25 unchanged sentences
Issuer Credit / Default Rating Not Rated BBB- BBB Ba1
−Removed: Outlook Stable Stable Positive
+Added: Outlook Stable Stable Stable
Senior Unsecured Notes (2028 maturity) (a)
1 unchanged sentence
CF Bermuda Holdings Limited
−Removed: Issuer Credit / Default Rating Not Rated BBB- BBB Ba1
−Removed: Outlook Stable Stable Positive
+Added: Issuer Credit / Default Rating Not Rated BBB- BBB Baa3
+Added: Outlook Stable Stable Stable
Fidelity & Guaranty Life Holdings, Inc.
Issuer Credit / Default Rating BBB BBB- BBB Not Rated
−Removed: Outlook Positive Stable Stable
+Added: Outlook Stable Stable Stable
Senior Unsecured Notes BBB BBB BBB Baa2
−Removed: Outlook Positive Stable
+Added: Outlook Stable Stable
Operating Subsidiary Ratings
Fidelity & Guaranty Life Insurance Company
−Removed: Financial Strength Rating A- A- A- Baa1
−Removed: Outlook Positive Stable Stable Positive
+Added: Financial Strength Rating A A- A- A3
+Added: Outlook Stable Stable Stable Stable
Fidelity & Guaranty Life Insurance Company of New York
Financial Strength Rating A A- A- Not Rated
−Removed: Outlook Positive Stable Stable
+Added: Outlook Stable Stable Stable
F&G Life Re Ltd
−Removed: Financial Strength Rating Not Rated A- A- Baa1
−Removed: Outlook Stable Stable Positive
+Added: Financial Strength Rating Not Rated A- A- A3
+Added: Outlook Stable Stable Stable
F&G Cayman Re Ltd
6 unchanged sentences
Risk Factors”.
−Removed: F&G is required to maintain minimum ratings as a matter of routine practice as part of its over-the-counter derivatives agreements on ISDA forms.
+Added: F&G is required to maintain minimum ratings as a matter of routine practice as part of its over-the-counter derivatives agreements on International Swaps and Derivatives Association ("ISDA") forms.
Under some ISDA agreements, we have agreed to maintain certain financial strength ratings.
7 unchanged sentences
Risk management is a critical part of our business.
−Removed: We seek to assess risk to our business through a formalized process involving (i) identifying short-term and long-term strategic and operational objectives, (ii) development of risk appetite statements that establish what the company is willing to accept in terms of risks to achieving its goals and objectives, (iii) identifying the levers that control the risk appetite of the company, (iv) establishing the overall limits of risk acceptable for a given risk driver, (v) establishing operational risk limits that are aligned with the tolerances, (vi) assigning risk limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.
+Added: We seek to assess risk to our business through a formalized process involving (i) identifying short-term and long-term strategic and operational objectives, (ii) development of risk appetite statements that establish what the company is willing to accept in terms of risks to achieving its goals and objectives, (iii) identifying the levers that control the risk appetite of the company, (iv) establishing the overall limits of risk
+Added: acceptable for a given risk driver, (v) establishing operational risk limits that are aligned with the tolerances, (vi) assigning risk limit quantification and mitigation responsibilities to individual team members within functional groups, (vii) analyzing the potential qualitative and quantitative impact of individual risks, including but not limited to stress and scenario testing covering over eight economic and insurance related risks, (viii) mitigating risks by appropriate actions and (ix) identifying, documenting and communicating key business risks in a timely fashion.
The responsibility for monitoring, evaluating and responding to risk is assigned first to our management and employees, second to those occupying specialist functions, such as legal compliance and risk teams, and third to those occupying supervisory functions, such as internal audit and the board of directors.
7 unchanged sentences
To minimize the risk of credit loss on such contracts, we generally diversify our exposures among many reinsurers and limit the amount of exposure to each based on financial strength ratings, which are reviewed annually.
−Removed: We are able to further manage risk via funds withheld arrangements.
+Added: We are able to further manage risk with various forms of collateral or collateral arrangements, including secured trusts, funds withheld arrangements and irrevocable letters of credit.
See “Item 7A.
4 unchanged sentences
Wilton Reinsurance Transaction.
−Removed: 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.
+Added: Almost all of the life insurance policies in force issued before March 1, 2010, except for the return of premium benefits on term life insurance products, are subject to a reinsurance arrangement with Wilton Reassurance Company (“Wilton Re”).
+Added: Pursuant to the agreed upon terms, Wilton Re purchased through a 100% quota share reinsurance agreement certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX, as well as another block of FGL Insurance’s in-force traditional, universal life and IUL insurance policies.
The effects of this agreement are accounted for as reinsurance as the ceded policies qualify as insurance products and because the agreement satisfies the risk transfer requirements for GAAP.
Hannover Reinsurance Transaction .
−Removed: FGL Insurance has a reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd.
−Removed: ("Hannover Re"), an unaffiliated reinsurer, to reinsure an in-force block of its FIA and fixed deferred annuity contracts with GMWB and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.
+Added: FGL Insurance has a reinsurance agreement with Hannover Life Reassurance Company of America (Bermuda) Ltd., an unaffiliated reinsurer, to reinsure an in-force block of its FIA and fixed deferred annuity contracts with GMWB and Guaranteed Minimum Death Benefit (“GMDB”) guarantees.
In accordance with the terms of this agreement, we cede 70% net retention of secondary guarantee payments in excess of account value for GMWB and GMDB guarantees.
1 unchanged sentence
therefore, deposit accounting is applied.
−Removed: Canada Life Reinsurance Transaction .
−Removed: Effective May 1, 2020, FGL Insurance entered into an indemnity reinsurance agreement with Canada Life Assurance Company United States Branch, a third-party reinsurer, to reinsure FIA policies with GMWB.
−Removed: In accordance with the terms of this agreement, FGL Insurance cedes a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB.
+Added: Kubera Reinsurance Transaction.
+Added: FGL Insurance has a reinsurance agreement with Kubera Insurance (SAC) Ltd.
+Added: (“Kubera”), an unaffiliated reinsurer, to cede a quota share of certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.
The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;
−Removed: therefore, deposit accounting is applied.
+Added: therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreement.
+Added: 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.
+Added: 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.
+Added: The NPA matures on November 30, 2071.
+Added: 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.
+Added: As of December 31, 2023, and December 31, 2022, the amount funded under the NPA was insignificant.
Kubera & Somerset Reinsurance Transactions.
−Removed: FGL Insurance entered into a reinsurance agreement with Kubera Insurance (SAC) Ltd.
−Removed: ("Kubera"), an unaffiliated reinsurer, effective December 31, 2018, to cede certain MYGA and deferred annuity GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.
+Added: FGL Insurance entered into a reinsurance agreement with Kubera, effective December 31, 2018, to cede certain fixed rate annuity (including MYGA) GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.
Effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd.
(“Somerset”), a certified third-party reinsurer.
−Removed: 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.
−Removed: The presentation of this agreement is similar to other reinsurance agreements that apply reinsurance accounting as discussed in further detail within Note O F&G Reinsurance to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.
−Removed: FGL Insurance has a reinsurance agreement with Kubera to cede certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance.
−Removed: In accordance with the terms of this agreement, F&G cedes a quota share percentage of FIA policies for certain issue years to Kubera.
−Removed: Effective October 31, 2021, this agreement was amended to increase the ceded reserves from approximately $4 billion to approximately $10 billion.
−Removed: 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.
+Added: Effective December 1, 2023, FGL Insurance executed an additional coinsurance funds withheld agreement with Somerset to cede certain flow MYGA business written effective on or after December 1, 2023.
+Added: As the policies ceded to Somerset are investment contracts, there is no significant insurance risk present and the reinsurance agreements are accounted for as separate investment contracts.
+Added: Everlake Reinsurance Transaction.
+Added: Effective September 1, 2023, FGL Insurance executed a coinsurance agreement with Everlake Life Insurance Company (“Everlake”), an unaffiliated reinsurer to cede, on a quota share basis, certain flow MYGA business written effective on or after September 1, 2023.
+Added: As the policies ceded to Everlake are investment contracts, there is no significant insurance risk present and the effects of this agreement are accounted for as a separate investment contract.
Aspida Reinsurance Transaction.
FGL Insurance has a reinsurance agreement with ASPIDA Life Re Ltd.
−Removed: (“Aspida Re”), an unaffiliated reinsurer, to cede certain MYGA business, on a funds withheld coinsurance basis, net of applicable existing reinsurance.
+Added: (“Aspida Re”), an unaffiliated reinsurer, to cede certain flow MYGA business, on a funds withheld coinsurance basis, net of applicable existing reinsurance, written effective on or after January 15, 2021.
As the policies ceded to Aspida Re are investment contracts, there is no significant insurance risk present and therefore the reinsurance agreement is accounted for as a separate investment contract.
−Removed: The presentation of this agreement is similar to other reinsurance agreements that apply reinsurance accounting as discussed in further detail within Note O F&G Reinsurance to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.
−Removed: New Reinsurance Transaction.
−Removed: Effective December 31, 2022, FGL Insurance entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd.
−Removed: (“New Re”), a third-party reinsurer and wholly owned subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (d/b/a Munich Re), to cede certain fixed index annuity policies.
+Added: New Re Reinsurance Transaction.
+Added: Effective December 31, 2022, FGL Insurance entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd., an unaffiliated reinsurer and wholly owned subsidiary of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (d/b/a Munich Re), to cede certain FIA policies.
+Added: Effective July 1, 2023, this agreement was amended to reinsure additional FIA products.
+Added: The coinsurance quota share is only applicable to the base contract benefits under the FIA policies.
+Added: The yearly renewable term is applicable to the waiver of surrender charges and return of premium.
+Added: The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;
+Added: therefore, deposit accounting is applied and FGL Insurance applies the right of offset in the reinsurance agreement.
The CARVM Facility.
Life insurance companies operating in the United States must calculate required reserves for life and annuity policies based on statutory principles.
−Removed: The insurance division has adopted the methodology contained in the NAIC Valuation Manual (VM) as the prescribed methodology for the insurance industry.
+Added: The insurance divisions have adopted the methodology contained in the NAIC Valuation Manual as the prescribed methodology for the insurance industry.
The industry has reduced or eliminated redundancies thereby increasing capital using a variety of techniques including reserve facilities.
−Removed: FGL Insurance has a reinsurance treaty with Raven Reinsurance Company ("Raven Re"), its wholly-owned captive reinsurance company, to cede the Commissioners Annuity Reserve Valuation Method (CARVM) liability for annuity benefits where surrender charges are waived.
+Added: 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 related to certain FIA, DA and MYGA policies.
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 $200 million available to draw on as of December 31, 2023.
−Removed: The facility may terminate earlier than the current termination date of October 1, 2027, in accordance with the terms of the Reimbursement Agreement.
−Removed: 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.
−Removed: ("FGLH") is obligated to repay the amounts utilized if Raven Re fails to make the required reimbursement.
−Removed: FGLH also is required to make capital contributions to Raven Re in the event that Raven Re’s statutory capital and surplus falls below certain defined levels.
−Removed: As of December 31, 2022 and December 31, 2021, Raven Re’s statutory capital and surplus was $11 million and $62 million, respectively, in excess of the minimum level required under the Reimbursement Agreement.
+Added: The amended facility may terminate earlier than the current termination date of October 1, 2027, in accordance with the terms of the reimbursement agreement.
+Added: 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 FGAL is obligated to repay the amounts utilized if Raven Re fails to make the required reimbursement.
+Added: Under the terms of the agreement, FGAL is also required to make a capital contribution to Raven Re in certain circumstances, including in the event that Raven Re’s statutory capital and surplus falls below defined levels.
+Added: As of December 31, 2023, and December 31, 2022, no capital contributions were required to be made due to these conditions.
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.
+Added: GMWB/GWP Reinsurance Transaction .
+Added: Effective December 31, 2023, FGL Insurance recaptured its reinsurance arrangement with Canada Life Assurance Company (“Canada Life”) United States Branch covering FIA policies with GMWB and guaranteed withdrawal payment (“GWP”) features and entered into a reinsurance treaty with Corbeau Re, Inc.
+Added: (“Corbeau Re”), its wholly owned captive reinsurance company, to cede certain FIA policies with GMWB and GWP.
+Added: In accordance with the terms of this agreement, FGL Insurance cedes a 100% quota share of GMWB and GWP paid in excess of account value.
+Added: In connection with the reinsurance agreement between FGL Insurance and Corbeau Re, Corbeau Re entered into an excess of loss reinsurance agreement (“XOL”) with Canada Life Barbados Branch to finance the portion of statutory reserves considered to be non-economic.
+Added: The XOL matures on December 31, 2043, and provides for coverage on losses up to $1.5 billion as of December 31, 2023.
+Added: With Corbeau Re, non-economic reserves were financed through the maturity date of the XOL and statutory reserves are recorded for all risks expected to be incurred after the maturity date of the XOL.
+Added: The XOL is not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP;
+Added: therefore, deposit accounting is applied.
+Added: Under the terms of the agreement, FGAL is required to make a capital contribution to Corbeau Re in certain circumstances, including in the event that Corbeau Re’s statutory capital and surplus falls below defined levels.
+Added: As of December 31, 2023, no capital contributions were required to be made due to these conditions.
+Added: Corbeau Re is permitted to account for the excess of loss reinsurance agreement from Canada Life as an admitted asset on the Corbeau Re statutory balance sheet.
+Added: PRT Reinsurance Transaction .
+Added: Effective October 1, 2023, FGL Insurance recaptured a reinsurance agreement with its affiliate F&G Life Re Ltd.
+Added: (“F&G Life Re”), a Bermuda reinsurer, covering a quota share of certain pension risk transfer group annuity contracts and entered into an agreement with its affiliate F&G Cayman Re Ltd.
+Added: (“F&G Cayman Re”), a Cayman Islands reinsurer, to reinsure a quota share of certain pension risk transfer group annuity contracts (previously ceded to F&G Life Re) in addition to flow pension risk transfer group annuity contracts.
+Added: 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).
+Added: Reinsurance of the general account contracts are maintained on a coinsurance funds withheld basis for the general account statutory reserves.
+Added: Reinsurance of the separate account contracts are maintained on a modified coinsurance basis for the separate account statutory reserves and coinsurance basis for the general account statutory reserves supporting the separate account.
+Added: In connection with the agreement, F&G Cayman Re entered into a financing agreement with Deutsche Bank AG (“DB”), operating out of its New York branch, whereby DB issued a letter of credit used to support the coinsured general account statutory reserves (generally considered to be the non-economic reserves).
Regulation - U.S.
−Removed: FGL Insurance, Fidelity & Guaranty Life Insurance Company of New York (“FGL NY Insurance”) and Raven Re are subject to comprehensive regulation and supervision in their domiciles, Iowa, New York and Vermont, respectively, and in each state in which they do business.
−Removed: FGL Insurance does business throughout the United States, except for New York.
+Added: FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re are subject to comprehensive regulation and supervision in their domiciles, Iowa, New York, Vermont and Vermont, respectively, and in each state in which they do business.
+Added: FGL Insurance does business throughout the United States and Puerto Rico, except for New York.
FGL NY Insurance only does business in New York.
Raven Re is a special purpose captive reinsurance company that only provides reinsurance to FGL Insurance under the CARVM Treaty.
−Removed: FGL Insurance’s principal insurance regulatory authority is the Iowa Insurance Division ("IID");
+Added: Corbeau Re, a wholly owned captive reinsurance company, reinsures certain of FGL Insurance’s FIA policies with GMWB and GWP.
+Added: FGL Insurance’s principal insurance regulatory authority is the IID;
however, state insurance departments throughout the United States also monitor FGL Insurance’s insurance operations as a licensed insurer.
The New York State Department of Financial Services (“NYDFS”) regulates the operations of FGL NY Insurance.
−Removed: The purpose of these regulations is primarily to protect
−Removed: policyholders and beneficiaries and not general creditors and shareholders of those insurers.
+Added: The purpose of these regulations is primarily to protect insurers’ policyholders and beneficiaries and not their general creditors and shareholders of those insurers or of their holding companies.
Many of the laws and regulations to which FGL Insurance and FGL NY Insurance are subject are regularly re-examined and existing or future laws and regulations may become more restrictive or otherwise adversely affect their operations.
Generally, insurance products underwritten by, and rates used by FGL Insurance and FGL NY Insurance must be approved by the insurance regulators in each state in which they are sold.
−Removed: Those products are also substantially affected by federal and state tax laws.
−Removed: For example, changes in tax law could reduce or eliminate the tax-deferred accumulation of earnings on the deposits paid by the holders of annuities and life insurance products, which could make such products less attractive to potential purchasers.
−Removed: A shift away from life insurance and annuity products could reduce FGL Insurance’s and FGL NY Insurance’s income from the sale of such products, as well as the assets upon which FGL Insurance and FGL NY Insurance earn investment income.
In addition, insurance products may also be subject to the Employee Retirement Income Security Act of 1974 ("ERISA").
5 unchanged sentences
• approving policy forms and certain related materials;
−Removed: • determining whether a reasonable basis exists as to the suitability of the annuity purchase recommendations producers make;
+Added: • requiring insurers and agents to act in the best interests of consumers when making recommendations to purchase annuities, or to determine whether a reasonable basis exists as to the suitability of such investments for consumers;
• regulating unfair trade and claims practices;
4 unchanged sentences
• regulating the type, amounts, and valuations of investments permitted, transactions with affiliates, and other matters.
−Removed: State insurance laws and regulations require FGL Insurance, FGL NY Insurance and Raven Re to file reports, including financial statements, with state insurance departments in each state in which they do business, and their operations and accounts are subject to examination by those departments at any time.
−Removed: FGL Insurance, FGL NY Insurance and Raven Re prepare statutory financial statements in accordance with accounting practices and procedures prescribed or permitted by these departments.
+Added: State insurance laws and regulations require FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re to file reports, including financial statements, with state insurance departments in each state in which they do business, and their operations and accounts are subject to examination by those departments at any time.
+Added: FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re prepare statutory financial statements in accordance with accounting practices and procedures prescribed or permitted by these departments.
The NAIC has approved a series of statutory accounting principles and various model regulations that have been adopted, in some cases with certain modifications, by all state insurance departments.
−Removed: These statutory principles are subject to ongoing change and modification.
+Added: These statutory principles are subject to ongoing
+Added: change and modification.
Moreover, compliance with any particular regulator’s interpretation of a legal or accounting issue may not result in compliance with another regulator’s interpretation of the same issue, particularly when compliance is judged in hindsight.
−Removed: Any particular regulator’s interpretation of a legal or accounting issue may change over time to FGL Insurance’s or FGL NY Insurance’s detriment, or changes to the overall legal or market environment, even absent any change of interpretation by a particular regulator, may cause FGL Insurance and FGL NY Insurance to change their views regarding the actions they need to take from a legal risk management perspective, which could necessitate changes to FGL Insurance’s or FGL NY Insurance’s practices that may, in some cases, limit their ability to grow and improve profitability.
+Added: Any particular regulator’s interpretation of a legal or accounting issue may change over time to FGL Insurance’s, FGL NY Insurance’s, Raven Re’s or Corbeau Re’s detriment, or changes to the overall legal or market environment, even absent any change of interpretation by a particular regulator, may cause FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re to change their views regarding the actions they need to take from a legal risk management perspective, which could necessitate changes to FGL Insurance’s, FGL NY Insurance’s, Raven Re’s or Corbeau Re’s practices that may, in some cases, limit their ability to grow and improve profitability.
State insurance departments conduct periodic examinations of the books and records, financial reporting, policy and rate filings, market conduct and business practices of insurance companies domiciled in their states, generally once every three to five years.
7 unchanged sentences
Dividends in excess of FGL Insurance’s ordinary dividend capacity are referred to as extraordinary and require prior approval of the Iowa Commissioner.
−Removed: In deciding whether to approve a request to pay an extraordinary dividend, Iowa insurance law requires the Iowa Commissioner to consider the effect of the dividend payment on FGL Insurance’s surplus and financial condition generally and whether the payment of the dividend will cause FGL Insurance to fail to meet its required RBC ratio.
+Added: In deciding whether to approve a request to pay an extraordinary dividend, Iowa insurance law requires the Iowa Commissioner to consider the effect of the dividend payment on FGL Insurance’s surplus and financial condition generally and whether the payment of the dividend will cause FGL Insurance to fail to meet its required risk-based capital ("RBC") ratio.
Dividends may only be paid out of statutory earned surplus.
1 unchanged sentence
For example, payments of dividends could reduce FGL Insurance’s RBC and financial condition and lead to a reduction in FGL Insurance’s financial strength rating.
−Removed: See section titled "Risks Relating to Our Business-A financial strength ratings downgrade, potential downgrade, or any other negative action by a rating agency could make our products less attractive and increase our cost of capital, and thereby adversely affect our financial condition and results of operations” in Item 1A.
+Added: See section titled "Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.” in Item 1A.
Risk Factors.
14 unchanged sentences
RBC ratio was approximately 451% target for the year ended December 31, 2023.
−Removed: See section titled “Risks Relating to Our Business-A financial strength ratings downgrade, potential downgrade, or any other negative action by a rating agency, could make our product offerings less attractive and increase our cost of capital, and thereby adversely affect our financial condition and results of operations” in Item 1A.
+Added: See section titled “Risks Relating to Our Business- If the rating agencies downgrade our insurance companies, our results of operations and financial condition may suffer.” in Item 1A.
Risk Factors.
9 unchanged sentences
each ratio has a “usual range” of results.
−Removed: As of December 31, 2022, FGL Insurance, FGL NY Insurance and Raven Re had three, four and three ratios outside the usual
−Removed: range, respectively.
−Removed: The IRIS ratios for net income to total income (including realized capital gains and losses), change in premium and change in product mix for FGL Insurance were outside the usual range.
−Removed: The IRIS ratios for net change in capital and surplus, gross change in capital and surplus, net income to total income (including realized capital gains and losses) and change in reserving ratio for FGL NY Insurance were outside the usual range.
−Removed: The IRIS ratios for net income to total income (including realized capital gains and losses), adequacy of investment income and change in premium for Raven Re were outside the usual range.
+Added: As of December 31, 2023, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re had four , one, two and three ratios outside the usual range, respectively.
+Added: The IRIS ratios for net income to total income (including realized capital gains and losses), total affiliated investments to capital and surplus, change in premium and change in product mix for FGL Insurance were outside the usual range.
+Added: The IRIS ratio for change in reserving ratio for FGL NY Insurance was outside the usual range.
+Added: The IRIS ratios for adequacy of investment income and change in premium for Raven Re were outside the usual range.
+Added: The IRIS ratios for net income to total income (including realized capital gains and losses), adequacy of investment income and surplus relief - Over $5 million capital and surplus for Corbeau Re were outside the usual range.
In all instances in prior years, regulators have been satisfied upon follow-up that no regulatory action was required.
−Removed: FGL Insurance, FGL NY Insurance and Raven Re are not currently subject to regulatory restrictions based on these ratios.
+Added: FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re are not currently subject to regulatory restrictions based on these ratios.
State insurance laws require insurers to analyze the adequacy of reserves.
−Removed: The respective appointed actuaries for FGL Insurance, FGL NY Insurance and Raven Re must each submit an opinion on an annual basis that their respective reserves, when considered in light of the respective assets FGL Insurance, FGL NY Insurance and Raven Re hold with respect to those reserves, make adequate provision for the contractual obligations and related expenses of FGL Insurance, FGL NY Insurance and Raven Re.
−Removed: FGL Insurance, FGL NY Insurance and Raven Re have filed all of the required opinions with the insurance departments in the states in which they do business.
+Added: The respective appointed actuaries for FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re must each submit an opinion on an annual basis that their respective reserves, when considered in light of the respective assets FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re hold with respect to those reserves, make adequate provision for the contractual obligations and related expenses of FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re.
+Added: FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re have filed all of the required opinions with the insurance departments in the states in which they do business.
States regulate the extent to which insurers are permitted to take credit on their financial statements for the financial obligations that the insurers cede to reinsurers.
4 unchanged sentences
financial institution in favor of the ceding company allowing the ceding company to draw upon the letter of credit up to the amount of the unpaid liabilities of the reinsurer and (iii) a “funds withheld” arrangement by which the ceding company withholds transfer to the reinsurer of the assets, which support the liabilities to be owed by the reinsurer, with the ceding insurer retaining title to and exclusive control over such assets.
−Removed: In addition, on January 1, 2014, the NAIC Model Credit for Reinsurance Act became effective in Iowa, which adds the concept of “certified reinsurer”, whereby a ceding insurer may take financial statement credit for reinsurance provided by an unaccredited and unlicensed reinsurer, which has been certified by the Iowa Commissioner.
−Removed: The Iowa Commissioner certifies reinsurers based on several factors, including their financial strength ratings, and imposes collateral requirements based on such factors.
−Removed: Effective January 1, 2020 reciprocal jurisdiction was added and adopted in Iowa.
−Removed: FGL Insurance and FGL NY Insurance are subject to such credit for reinsurance rules in Iowa and New York, respectively, insofar as they enter into any reinsurance contracts with reinsurers that are neither licensed nor accredited in Iowa and New York, respectively.
−Removed: F&G, as the parent company of FGL Insurance and the indirect parent company of FGL NY Insurance, is subject to the insurance holding company laws in Iowa and New York.
+Added: In addition, all U.S.
+Added: states, including Iowa and New York, permit an insurer to take credit for reinsurance ceded to a non-U.S.
+Added: reinsurer that posts collateral in amounts less than 100% of the reinsurer’s obligations if the reinsurer has been designated as a “certified reinsurer” and is domiciled in a country recognized by the state and the NAIC as a “Qualified Jurisdiction.” The reduced percentage of full collateral applied to a certified reinsurer is based upon an assessment of the reinsurer and its financial ratings.
+Added: Iowa and New York both also recognize certain qualified non-U.S.
+Added: insurers as reciprocal jurisdiction reinsurers such that ceding domestic insurers may receive credit for reinsurance ceded to such unauthorized reinsurers without the requirement for the reinsurer to provide collateral.
+Added: FGL Insurance and FGL NY Insurance are subject to such credit for reinsurance rules in Iowa and New York, respectively, insofar as they enter into any reinsurance contracts with reinsurers that are neither licensed nor accredited in Iowa and New York, respectively, or recognized as a reciprocal reinsurer in such jurisdictions.
+Added: F&G, as the indirect parent company of FGL Insurance and FGL NY Insurance, is subject to the insurance holding company laws in Iowa and New York.
These laws generally require each insurance company directly or indirectly owned by the holding company to register with the insurance department in the insurance company’s state of domicile and to furnish annually financial and other information about the operations of companies within the holding company system.
−Removed: Generally, all transactions between insurers and affiliates within the holding company system are subject to regulation and must be fair and reasonable, and may require prior notice and approval or non-disapproval by its domiciliary insurance regulator.
+Added: Generally, all
+Added: transactions between insurers and affiliates within the holding company system are subject to regulation and must be fair and reasonable, and may require prior notice and approval or non-disapproval by its domiciliary insurance regulator.
Most states, including Iowa and New York, have insurance laws that require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s holding company.
−Removed: Such laws prevent any person from acquiring control, directly or indirectly, of F&G Annuities & Life, FGL US Holdings, CF Bermuda, FGLH, FGL Insurance or FGL NY Insurance unless that person has filed a statement with specified information with the insurance regulators and has obtained their prior approval.
+Added: Such laws prevent any person from acquiring control, directly or indirectly, of F&G, FGL US Holdings Inc.
+Added: (“FGL US Holdings”), CF Bermuda Holdings Limited (“CF Bermuda”), FGLH, FGL Insurance or FGL NY Insurance or certain of their affiliates unless that person has filed a statement with specified information with the insurance regulators and has obtained their prior approval.
In addition, investors deemed to have a direct or indirect controlling interest are required to make regulatory filings and respond to regulatory inquiries.
Under most states’ statutes, including those of Iowa and New York, acquiring 10% or more of the voting stock of an insurance company or its parent company is presumptively considered a change of control, although such presumption may be rebutted.
−Removed: Accordingly, any person who acquires 10% or more of our voting securities or that of F&G Annuities & Life, FGL US Holdings, CF Bermuda, FGLH, FGL Insurance or FGL NY Insurance without the prior approval of the insurance regulators of Iowa and New York will be in violation of those states’ laws and may be subject to injunctive action requiring the disposition or seizure of those securities by the relevant insurance regulator or prohibiting the voting of those securities and to other actions determined by the relevant insurance regulator.
+Added: In addition, the insurance laws of Iowa and New York permit a determination of control in circumstances where the thresholds for the presumption of control have not been crossed.
+Added: Similar laws apply to a direct or indirect change of ownership of Raven Re and Corbeau Re.
+Added: Any person who is deemed to acquire control over F&G, FNF, FGL US Holdings, CF Bermuda, FGLH, FGL Insurance, FGL NY Insurance, Raven Re, Corbeau Re or certain of their affiliates including any person who acquires 10% or more of our or FNF’s voting securities of FGL Insurance, FGL NY Insurance or certain of their affiliates, without the prior approval of the insurance regulators of Iowa and New York, will be in violation of those states’ laws and may be subject to injunctive action requiring the disposition or seizure of those securities by the relevant insurance regulator or prohibiting the voting of those securities and to other actions determined by the relevant insurance regulator.
Each state has insurance guaranty association laws under which insurers doing business in the state may be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants.
7 unchanged sentences
FGL Insurance does not believe that any of the current market conduct examinations it is subject to will result in any fines or remediation orders that will be material to its business.
−Removed: FGL Insurance, FGL NY Insurance, and Raven Re are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain asset categories, such as below investment grade fixed income securities, equity, real estate, other equity investments and derivatives.
+Added: FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain asset categories, such as below investment grade fixed income securities, equity, real estate, other equity investments and derivatives.
Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as either non-admitted assets for purposes of measuring surplus or as not qualified as an asset held for reserve purposes and, in some instances, would require divestiture or replacement of such non-qualifying investments.
−Removed: We believe that the investment portfolios of FGL Insurance, FGL NY Insurance, and Raven Re as of December 31, 2022 complied in all material respects with such regulations.
+Added: We believe that the investment portfolios of FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re as of December 31, 2023, complied in all material respects with such regulations.
Our operations are subject to certain federal and state laws and regulations that require financial institutions and other businesses to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of such information.
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Federal and state governments and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.
−Removed: In recent years, the U.S.
−Removed: Securities and Exchange Commission (“SEC”) and state securities regulators have questioned whether FIAs, such as those sold by us, should be treated as securities under the federal and state securities laws rather than as insurance products exempted from such laws.
−Removed: Treatment of these products as securities would require additional registration and licensing of these products and the agents selling them, as well as cause us to seek additional marketing relationships for these products, any of which may impose significant restrictions on our ability to conduct operations as currently operated.
−Removed: Under the Dodd-Frank Act, annuities that meet specific requirements, including requirements relating to certain state suitability rules, are specifically exempted from being treated as securities by the SEC.
−Removed: We expect the types of FIAs that FGL Insurance and FGL NY Insurance sell will meet these requirements and;
−Removed: therefore, are exempt from being treated as securities by the SEC and state securities regulators.
−Removed: However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.
The Dodd-Frank Act made sweeping changes to the regulation of financial services entities, products and markets.
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These provisions may impact us in many ways, including, but not limited to, having an effect on the overall business climate, requiring the allocation of certain resources to government affairs, and increasing our legal and compliance related activities and the costs associated therewith.
+Added: Under the Dodd-Frank Act, annuities that meet specific requirements, including requirements relating to certain state suitability rules, are specifically exempted from being treated as securities by the SEC.
+Added: We believe that the types of FIAs that FGL Insurance and FGL NY Insurance sell will meet these requirements and, therefore, are exempt from being treated as securities by the SEC and state securities regulators.
+Added: However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.
+Added: If FIAs were to be treated as securities, federal and state securities laws would require additional registration and licensing of these products and the agents selling them, and FGL Insurance and FGL NY Insurance would be required to seek additional marketing relationships for these products, any of which could impose significant restrictions on its ability to conduct operations as currently operated.
We may offer certain insurance and annuity products to employee benefit plans governed by ERISA and/or the Internal Revenue Code (the "Code"), including group annuity contracts designated to fund tax-qualified retirement plans.
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The new rule took effect on February 16, 2021.
−Removed: The DOL investment advice rule leaves in place PTE 84-24, which is a longstanding class exemption providing prohibited transaction relief for insurance agents selling annuity products provided certain disclosures are made to the plan fiduciary, which is the policyholder in the case of an individual retirement account (“IRA”), and certain other conditions are met.
+Added: The DOL investment advice rule leaves in place PTE 84-24, which is a longstanding class exemption providing prohibited transaction relief for insurance agents selling annuity products provided certain disclosures are made to the plan fiduciary, which is the policyholder in the case of an IRA, and certain other conditions are met.
Among other things, these disclosures include the agent’s relationship to the insurer and commissions received in connection with the annuity sale.
FGL Insurance, along with FGL NY Insurance, designed and launched a compliance program in January 2022 requiring all agents selling IRA products to submit an acknowledgment with each IRA application indicating the agent has satisfied PTE 84-24 requirements on a precautionary basis in case the agent acted or is found to have acted as a fiduciary.
−Removed: Meanwhile the DOL has publicly announced its intention to consider future rulemaking that would revoke or modify PTE 84-24.
+Added: Meanwhile the DOL has publicly announced its intention to consider future rulemaking that may revoke or modify PTE 84-24.
+Added: On November 2, 2023, following previous attempts to expand fiduciary regulation for advisers, the DOL released a proposed rule (the “New Fiduciary Rule”) to significantly broaden the definition of “fiduciary” under ERISA.
+Added: Among other requirements, if finalized in its proposed form, the New Fiduciary Rule provides that any person will be an investment advice fiduciary if they provide investment advice or make an investment recommendation to a retirement investor ( i.e., a plan, plan fiduciary, plan participant or beneficiary, IRA, IRA owner or beneficiary, or IRA fiduciary) for a fee or other compensation, and the person provides the advice or makes the recommendation on a regular basis as part of their business and the recommendation is provided under circumstances indicating that the recommendation is based on the particular needs or individual investor circumstances of the retirement investor.
+Added: Unlike the current ERISA standard, the New Fiduciary Rule would subject non-discretionary investment advice to retirement plans and accounts to the prudent-person “best interest” standard that
+Added: has historically been reserved for investment advisors with discretionary authority or control over ERISA plan assets.
+Added: If the New Fiduciary Rule is adopted in its present form, certain of the Company’s agents would likely be considered fiduciaries for purposes of ERISA and the Internal Revenue Code—subjecting the Company, and the insurance industry on the whole, to greater regulatory risk.
Management believes these current and emerging developments relating to market conduct standards for the financial services industry may over time materially affect the way in which our agents do business, the role of IMOs, sale of IRA products including IRA-to-IRA and employer plan rollovers, how the company supervises its distribution force, compensation practices, and liability exposure and costs.
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Regulation - Bermuda.
−Removed: F&G Life Re is a Bermuda exempted company incorporated under the Companies Act 1981, as amended (the “Companies Act”) and registered as a Class C insurer under the Insurance Act 1978, as amended, and its related regulations (the “Insurance Act”).
+Added: F&G Life Re is a Bermuda exempted company incorporated under the Companies Act 1981, as amended (the “Companies Act”) and registered as a Class E insurer under the Insurance Act 1978, as amended, and its related regulations (the “Insurance Act”).
F&G Life Re is regulated by the Bermuda Monetary Authority (“BMA”).
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ECR and Bermuda Solvency Capital Requirements (“BSCR”) .
−Removed: Class C insurers are required to maintain available capital and surplus at a level equal to or in excess of the applicable ECR, which is established by reference to either the applicable BSCR model or an approved internal capital model.
−Removed: Furthermore, to enable the BMA to better assess the quality of the insurer’s capital resources, a Class C insurer is required to disclose the makeup of its capital in accordance with its 3-tiered capital system.
+Added: Class E insurers are required to maintain available capital and surplus at a level equal to or in excess of the applicable ECR, which is established by reference to either the applicable BSCR model or an approved internal capital model.
+Added: Furthermore, to enable the BMA to better assess the quality of the insurer’s capital resources, a Class E insurer is required to disclose the makeup of its capital in accordance with its 3-tiered capital system.
An insurer may file an application under the Insurance Act to have the aforementioned ECR requirements waived.
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If F&G Life Re were to fail to meet its minimum solvency margin on the last day of any financial year, it would be prohibited from declaring or paying any dividends during the next financial year without the approval of the BMA.
−Removed: In addition, as a Class C insurer, F&G Life Re must:
−Removed: (i) not make any payment from its long-term business fund for any purpose other than a purpose of the insurer’s long-term business, except in so far as such payment can be made out of any surplus certified by the insurer’s approved actuary to be available for distribution otherwise than to policyholders;
−Removed: and (ii) not declare or pay a dividend to any person other than a policyholder unless the value of the assets of its long-term business fund, as certified by the insurer’s approved actuary, exceeds the extent (as to certified) of the liabilities of the insurer’s long-term business.
−Removed: In the event a dividend complies with the above, F&G Life Re must ensure the amount of any such dividend does not exceed the aggregate of (i) that excess and (ii) any other funds properly available for the payment of dividend, being funds arising out of business of the insurer other than long-term business.
−Removed: Furthermore, as a Class C insurer, F&G Life Re must not declare or pay a dividend to any person other than a policyholder unless the value of the assets of the insurer, as certified by its approved actuary, exceeds its liabilities (as so certified) by the greater of its margin of solvency or its ECR and the amount of any such dividend shall not exceed that excess.
+Added: In addition, as a Class E insurer, F&G Life Re must not declare or pay a dividend to any person other than a policyholder unless the value of the assets of such insurer, as certified by the insurer’s approved actuary, exceeds its liabilities (as so certified) by the greater of its margin of solvency or ECR.
+Added: In the event a dividend complies with the above, F&G Life Re must ensure the amount of any such dividend does not exceed that excess.
+Added: Furthermore, as a Class E insurer, F&G Life Re must not declare or pay a dividend in any financial year which would exceed 25% of its total capital and statutory surplus, as set out in its previous year’s financial statements, unless at least seven days before payment of such dividend F&G Life Re files with the BMA an affidavit signed by at least two directors of F&G Life Re and its principal representative under the Bermuda Insurance Act stating that, in the opinion of those signing, declaration of such dividend has not caused the insurer to fail to meet its relevant margins.
The Companies Act also limits F&G Life Re’s ability to pay dividends and make distributions to its shareholders.
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Our Company and our Board of Directors are committed to addressing ESG issues to better serve our employees, business partners, and the communities impacted by our business.
−Removed: To honor that commitment, our management team leads our ESG efforts with oversight from the Audit Committee, who reports our ESG progress and efforts to the Board of Directors.
−Removed: While our title insurance products and services are not materially impacted by climate change, we believe that building a sustainable business starts with being transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders.
+Added: To honor that commitment, our management team leads our ESG efforts with oversight from the Audit Committee, which reports our ESG progress to the Board of Directors.
+Added: While our title insurance products and services are not materially impacted by climate change, we believe that maintaining a sustainable business starts with being transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders.
In 2019, we shared our inaugural Sustainability report.
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As a provider of title insurance, we protect the rights of the insured – both residential and commercial property owners – against unexpected legal and financial claims that may arise after closing.
−Removed: Data Privacy and Fraud Protection:
+Added: Consumer Data and Fraud Protection:
The safety and security of our policyholders, customers, vendors, and employees is one of our top priorities.
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FNF works to integrate environmental management practices into our operations, including our facilities.
−Removed: As part of our commitment to preserve the environment, we understand that we not only have a duty to protect the local environments where we operate, but that environmental change also poses risks and opportunities to our business.
−Removed: In 2021, we conducted our first climate risk assessment to understand climate-related risks that may impact our business and to manage these risks through our enterprise risk management systems.
−Removed: We have a number of efforts underway to reduce our environmental footprint across our locations.
−Removed: Our efforts include:
−Removed: monitoring and mitigating our carbon footprint, eliminating the use of plastic water bottles, and participating in recycling programs.
+Added: As part of our commitment to preserve the environment, we understand that we not only have a duty to protect the local environments where we operate, but that environmental change may pose risks and present opportunities to our business.
+Added: Annually, we conduct a climate risk assessment to understand climate-related risks that may impact our business and to manage these risks through our enterprise risk management systems .
+Added: We have several efforts underway to reduce our environmental footprint across our locations.
+Added: Our efforts include monitoring and mitigating our carbon footprint, eliminating the use of plastic water bottles, and participating in recycling programs.
As part of a traditionally paper-intensive industry, we have implemented customer-focused technology to significantly reduce paper consumption in real estate transactions, and we are committed to moving the title insurance industry in a more sustainable direction.
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With over 1,300 locations throughout the United States and Canada and over 20,000 employees, we are positioned to make a difference within the communities in which we operate.
−Removed: Through local community involvement, corporate initiatives, and philanthropic giving – as well as an active community volunteer ethos – we work hard each day to support the communities in which we live.
−Removed: This community outreach and support has become even more pertinent in the ongoing battle against COVID-19, and we continue to provide resources to ensure the health and safety of our employees, their families, our customers, and our community.
−Removed: Operating Ethically:
−Removed: Our reputation for integrity is one of our most important assets, and each of our employees and directors is expected to contribute to the care and preservation of that asset.
−Removed: We operate in ways that we believe are fair, transparent, and compliant with applicable regulations.
−Removed: We implement strong governance practices, policies, training, and reporting avenues designed to encourage and promote that all employees adhere to the highest standards for business integrity.
+Added: Through local community involvement, corporate initiatives, philanthropic giving, and an active community volunteer ethos, we work hard each day to support the communities in which we live.
+Added: Highest Standard of Conduct:
+Added: Adhere to all related laws, regulations and principles of conduct to protect the public’s trust, ensure conscientious performance and preserve the Company’s legacy of honesty and strong ethical standards.
+Added: FNF has implemented strong governance practices, policies, training, and reporting avenues designed to encourage all employees to adhere to the highest standards for business integrity.
Human Capital Resources
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None of our employees are subject to collective bargaining agreements.
−Removed: We believe that our relations with employees are generally good.
+Added: We believe that our relations with employees are good.
Diversity is a key component of FNF’s success.
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We have a written nondiscrimination policy that is distributed to all employees as part of our employee handbook, which employees must acknowledge annually.
−Removed: Our employees participate in annual trainings including Code of Business Conduct and Ethics Training and Reporting Harassment:
+Added: Our employees participate in annual training courses, including the Code of Business Conduct and Ethics Training and Reporting Harassment:
Everyone’s Responsibility Training.
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42% percent of the members of FNF’s Executive Team are women;
−Removed: and 68% of FNF’s Non-Executive Managers are
+Added: and 67% of FNF’s Non-Executive Managers are women.
Our annual Women in Leadership Program for female executives, managers, and future managers is designed to encourage and promote women into more active leadership roles within FNF.
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FNF offers a variety of training and educational opportunities for employees including, but not limited to, training on escrow policies and procedures, advanced escrow processing and practices, title loss reduction, title underwriting, advanced title practices and procedures, fraud prevention, as well as software, soft skills, sales, and time management trainings.
−Removed: Our Commercial Sales University is a course for new commercial sales reps and our Leadership Development Program provides employees mentorship from senior executives.
+Added: Our Commercial Sales University is a course for new commercial sales reps and our Leadership Development Program provides employees with mentorship from senior executives.
Leadership Development Program:
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• competition from other title insurance companies;
−Removed: • changes in general economic, business, and political conditions, including changes in the financial markets related to COVID-19 conditions;
−Removed: • impacts to our business operations caused by the occurrence of a catastrophe or global crisis, including the spread of COVID-19 variants;
−Removed: • other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.
+Added: • changes in general economic, business, and political conditions, including changes in the financial markets related to inflation and geopolitical uncertainties;
+Added: • impacts to our business operations caused by the occurrence of a catastrophe or global crisis;
+Added: • other risks detailed in "Risk Factors" below and elsewhere in this Annual Report and in our other filings with the SEC.
We are not under any obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.