Fidelity National Financial, Inc. 10-K

Item 8. Financial Statements and Supplementary Data FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES INDEX TO FINANCIAL INFORMATION Page Number Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control over Financial Reporting (Ernst & Young, LLP, Jacksonville, FL, Auditor Firm ID : 42 ) 90 Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (Ernst & Young, LLP, Jacksonville, FL, Auditor Firm ID : 42 ) 91 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 94 Consolidated Statements of Earnings for the years ended December 31, 202 3 , 202 2 , and 202 1 95 Consolidated Statements of Comprehensive Earnings for the years ended December 31, 202 3 , 202 2 , and 202 1 96 Consolidated Statements of Equity for the years ended December 31, 202 3 , 202 2 , and 202 1 97 Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 , and 20 21 100 Notes to Consolidated Financial Statements 102 89 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fidelity National Financial, Inc. Opinion on Internal Control over Financial Reporting We have audited Fidelity National Financial, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Fidelity National Financial, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Jacksonville, Florida February 29, 2024 90 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fidelity National Financial, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Fidelity National Financial, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive earnings, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024, expressed an unqualified opinion thereon. Adoption of ASU No. 2018-12 As discussed in Note A to the consolidated financial statements, the Company changed its method of accounting for long-duration contracts in each of the three years in the period ended December 31, 2023 due to the adoption of ASU No. 2018-12, Financial Services – Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 91 Table of Contents Loss Provision Rate Assumption related to the Reserve for Title Claim Losses Description of the Matter The Company’s reserve for title claim losses totaled $1.8 billion as of December 31, 2023. As discussed in Note A to the consolidated financial statements, the reserve for title claim losses includes known claims as well as losses that have been incurred but not yet reported, net of recoupments. The Company establishes reserves for claims which are incurred but not reported at the time premium revenue is recognized based on estimated loss provision rates. There is significant uncertainty inherent in determining the loss provision rates. Auditing the Company’s reserve for title claim losses was complex because of the highly judgmental nature of the determination of the loss provision rates used in the valuation of the reserve for title claim losses. The significant judgment was primarily due to the sensitivity of management’s estimate to claim loss history, industry trends, and current legal environment. How we Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over management’s process for the development of the loss provision rates and the recorded reserve for title claim losses. These controls included, among others, the review and approval process management has in place for the development of the loss provision rates and the estimation of the reserve for title claim losses. To evaluate the judgment used by management in determining the loss provision rates, among other procedures, we considered claim loss history, industry trends, current legal environment, and how management assessed these factors in the current period as compared to prior periods. We involved actuarial professionals with specialized skills and industry knowledge, who assisted in performing an evaluation of the Company’s current year loss provision rates compared with those used in prior periods, as well as a review of loss development experience for prior years. We also independently calculated a range of reasonable reserve estimates which we compared to management’s recorded reserve for title claim losses. Fixed Indexed Annuity Embedded Derivative Liability, Market Risk Benefits, and Future Policy Benefits Liability Description of the Matter At December 31, 2023, the fair value of the Company’s fixed indexed annuity embedded derivative liability totaled $4.3 billion. Certain of the Company’s fixed indexed annuity (FIA) contracts allow the policyholder to elect an equity index linked feature, where amounts credited to the contract’s account value are linked to the performance of designated equity indices and crediting strategy selected by the policyholder. The equity index crediting feature is accounted for as an embedded derivative liability and reported at fair value as discussed in Notes A (see section on Contractholder Funds), D, F, and Y to the consolidated financial statements. A subset of FIA contracts include certain contract features that provide minimum guarantees to policyholders, such as guaranteed minimum withdrawal benefits and guaranteed minimum death benefit features that are market risk benefits (MRB) measured at fair value as discussed in Notes A (see section on MRBs), D, W and X to the consolidated financial statements. The Company’s MRB assets and MRB liabilities totaled $88 million and $403 million, respectively, as of December 31, 2023. At December 31, 2023, future policy benefits (FPB) liabilities related to traditional life and life-contingent immediate annuity policies (which includes life-contingent pension risk transfer annuities) totaled $7.0 billion. The future policy benefits liability related to these products is based on estimates of how much the Company will need to pay for future benefits and related claim expenses and the amount of net premiums to be collected from policyholders as discussed in Notes A (see section on Future Policy Benefits), W, and Z to the consolidated financial statements. Auditing the valuation of the Company’s fixed indexed annuity embedded derivative, MRBs, and FPB liabilities was complex because of the highly judgmental nature of the determination of the assumptions required to determine the fair value of the embedded derivative and MRBs and valuation of FPB liabilities. In particular, the fair value of fixed indexed annuity embedded derivative and MRBs was sensitive to the significant assumptions including surrender rates, GMWB utilization, and non-performance spread. In addition, option cost was a significant assumption used in the valuation of fixed index annuity embedded derivatives and mortality, partial withdrawals, and capital market performance scenarios were significant assumptions used in the valuation of MRBs. Mortality is a significant assumption used in the valuation of FPB liabilities. 92 Table of Contents How we Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over management’s process for the development of the significant assumptions used in measuring the fair value of the embedded derivative for fixed indexed annuities and MRBs and the valuation of FPB liabilities. These controls included, among others, the review and approval process management has in place for the development of the significant assumptions. To evaluate the judgment used by management in determining the assumptions used in measuring the fair value of the fixed indexed annuity embedded derivative and MRBs and the valuation of FPB liabilities, among other procedures, we involved actuarial specialists and evaluated the methodology applied by management in determining the valuation with those used in the prior period and in the industry. To evaluate the significant assumptions used by management in the methodology applied, we compared as applicable, the significant assumptions noted above to historical experience, observable market data, and management’s estimates of prospective changes in these assumptions. We also performed an independent recalculation of the embedded derivative, MRB, and FPB liabilities for a sample of policies or cohorts for comparison with the actuarial models used by management. /s/ Ernst & Young LLP We have served as the Company's auditor since 2017. Jacksonville, Florida February 29, 2024 93 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in millions, except share data) December 31, 2023 December 31, 2022 ASSETS Investments: Fixed maturity securities available for sale, at fair value, at December 31, 2023 and December 31, 2022, at an amortized cost of $ 45,606 and $ 37,708 , respectively, net of allowance for credit losses of $ 42 and $ 39 , respectively, and includes pledged fixed maturity securities of $ 489 and $ 448 , respectively, related to secured trust deposits $ 42,373 $ 33,095 Preferred securities, at fair value 621 903 Equity securities, at fair value 766 678 Derivative investments 797 244 Mortgage loans, net of allowance for credit losses of $ 66 and $ 42 at December 31, 2023 and 2022, respectively. 5,336 4,554 Investments in unconsolidated affiliates 3,334 2,642 Other long-term investments 703 664 Short-term investments, at December 31, 2023 and December 31, 2022 includes pledged short-term investments of $ 1 and $ 6 , respectively, related to secured trust deposits 2,119 2,590 Total investments 56,049 45,370 Cash and cash equivalents, at December 31, 2023 and 2022 includes $ 262 and $ 242 , respectively, of pledged cash related to secured trust deposits 2,767 2,286 Trade and notes receivables, net of allowance of $ 32 and $ 33 at December 31, 2023 and 2022, respectively 442 467 Reinsurance recoverable, net of allowance for credit losses of $ 21 and $ 10 at December 31, 2023 and 2022, respectively 8,977 5,418 Goodwill 4,830 4,635 Prepaid expenses and other assets 1,900 2,068 Market risk benefits assets 88 117 Lease assets 348 376 Other intangible assets, net 4,627 3,811 Title plants 418 416 Property and equipment, net 168 179 Total assets $ 80,614 $ 65,143 LIABILITIES AND EQUITY Liabilities: Contractholder funds $ 48,798 $ 40,843 Future policy benefits 7,050 5,021 Accounts payable and accrued liabilities 3,009 2,326 Market risk benefits liability 403 282 Notes payable 3,887 3,238 Reserve for title claim losses 1,770 1,810 Funds withheld for reinsurance liabilities 7,083 3,703 Secured trust deposits 731 862 Lease liabilities 394 418 Income taxes payable — — Deferred tax liability 29 71 Total liabilities 73,154 58,574 Equity: FNF common stock, $ 0.0001 par value; authorized 600,000,000 shares as of December 31, 2023 and 2022, respectively; outstanding of 273,251,449 and 272,309,890 as of December 31, 2023 and 2022, respectively, and issued of 329,185,916 and 327,757,349 as of December 31, 2023 and 2022, respectively — — Preferred stock, $ 0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none — — Additional paid-in capital 5,913 5,870 Retained earnings 5,244 5,225 Accumulated other comprehensive earnings ( 2,119 ) ( 2,870 ) Less: Treasury stock, 55,934,467 shares and 55,447,459 shares as of December 31, 2023 and 2022, respectively, at cost ( 2,130 ) ( 2,109 ) Total Fidelity National Financial, Inc. shareholders’ equity 6,908 6,116 Non-controlling interests 552 453 Total equity 7,460 6,569 Total liabilities and equity $ 80,614 $ 65,143 See accompanying Notes to Consolidated Financial Statements 94 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in millions, except per share data) Year Ended December 31, 2023 2022 2021 Revenues: Direct title insurance premiums $ 1,982 $ 2,858 $ 3,571 Agency title insurance premiums 2,610 3,976 4,982 Escrow, title-related and other fees 4,717 4,333 4,807 Interest and investment income 2,607 1,891 1,961 Recognized gains and losses, net ( 164 ) ( 1,493 ) 334 Total revenues 11,752 11,565 15,655 Expenses: Personnel costs 2,908 3,192 3,528 Agent commissions 2,008 3,064 3,821 Other operating expenses 1,521 1,721 1,929 Benefits and other changes in policy reserves 3,553 1,126 1,932 Market risk benefit losses (gains) 95 ( 182 ) ( 44 ) Depreciation and amortization 593 491 432 Provision for title claim losses 207 308 385 Interest expense 174 115 114 Total expenses 11,059 9,835 12,097 Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates 693 1,730 3,558 Income tax expense 192 439 813 Earnings before equity in earnings of unconsolidated affiliates 501 1,291 2,745 Equity in earnings of unconsolidated affiliates 17 15 64 Net earnings from continuing operations 518 1,306 2,809 Net earnings from discontinued operations, net of tax — — 8 Net earnings 518 1,306 2,817 Less: Net earnings attributable to non-controlling interests 1 12 20 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 517 $ 1,294 $ 2,797 Earnings per share Basic Net earnings from continuing operations attributable to FNF common shareholders $ 1.91 $ 4.71 $ 9.78 Net earnings from discontinued operations attributable to FNF common shareholders — — 0.03 Net earnings per share attributable to FNF common shareholders, basic $ 1.91 $ 4.71 $ 9.81 Diluted Net earnings from continuing operations attributable to FNF common shareholders $ 1.91 $ 4.67 $ 9.72 Net earnings from discontinued operations attributable to FNF common shareholders — — 0.03 Net earnings per share attributable to FNF common shareholders, diluted $ 1.91 $ 4.67 $ 9.75 Weighted average shares outstanding FNF common stock, basic basis 270 275 285 Weighted average shares outstanding FNF common stock, diluted basis 271 277 287 See accompanying Notes to Consolidated Financial Statements 95 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (In millions) Year Ended December 31, 2023 2022 2021 Net earnings $ 518 $ 1,306 $ 2,817 Other comprehensive earnings: Unrealized gain (loss) on investments and other financial instruments, net of adjustments to intangible assets and unearned revenue (excluding investments in unconsolidated affiliates) (1) 961 ( 4,783 ) ( 499 ) Unrealized gain on investments in unconsolidated affiliates (2) 12 9 23 Unrealized gain (loss) on foreign currency translation (3) 6 ( 18 ) ( 6 ) Reclassification adjustments for change in unrealized gains and losses included in net earnings (4) 126 173 ( 101 ) Changes in current discount rate - future policy benefits (5) ( 189 ) 764 124 Changes in instrument-specific credit risk - market risk benefits (6) ( 34 ) 67 10 Change in reinsurance liabilities held at fair value resulting from a change in the instrument-specific credit risk — — 3 Other comprehensive (loss) earnings attributable to non-controlling interest (7) ( 134 ) 35 — Minimum pension liability adjustment (8) 3 5 ( 7 ) Other comprehensive earnings (loss) 751 ( 3,748 ) ( 453 ) Comprehensive earnings (loss) 1,269 ( 2,442 ) 2,364 Less: Comprehensive earnings attributable to non-controlling interests 1 12 20 Comprehensive earnings (loss) attributable to Fidelity National Financial, Inc. common shareholders $ 1,268 $ ( 2,454 ) $ 2,344 (1) Net of income tax expense (benefit) of $ 238 million, $( 1,246 ) million, and $( 140 ) million for the years ended December 31, 2023, 2022, and 2021, respectively. (2) Net of income tax expense of $ 3 million, $ 3 million, and $ 7 million for the years ended December 31, 2023, 2022, and 2021, respectively. (3) Net of income tax expense (benefit) of $ 2 million and $( 4 ) million, for the years ended December 31, 2023 and 2022, respectively. (4) Net of income tax expense (benefit) of $ 34 million, $ 45 million and $( 26 ) million for the years ended December 31, 2023, 2021 and 2021, respectively. (5) Net of income tax (benefit) expense of $( 50 ) million, $ 203 million and $ 33 million for the years ended December 31, 2023, 2021 and 2021, respectively . (6) Net of income tax (benefit) expense of $( 9 ) million, $ 18 million and $ 3 million for the years ended December 31, 2023, 2021 and 2021, respectively. (7) Net of income tax (benefit) expense of $( 35 ) million and $ 9 million for the years ended December 31, 2023, and 2022, respectively. (8) Net of income tax expense (benefit) of $ 2 million and $( 2 ) million for the years ended December 31, 2022, and 2021, respectively. See accompanying Notes to Consolidated Financial Statements 96 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions, except per share data) Fidelity National Financial, Inc. Common Shareholders Accumulated FNF Other Common Additional Comprehensive Treasury Non- Stock Paid-in Retained Earnings Stock controlling Total Shares $ Capital Earnings (Loss) Shares $ Interests Equity Balance, January 1, 2021 322 $ — $ 5,720 $ 2,468 $ 1,331 31 $ ( 1,067 ) $ 41 $ 8,493 Exercise of stock options 2 — 48 — — — — — 48 Purchase of incremental share in consolidated subsidiaries — — — — — — — 1 1 Issuance of restricted stock 1 — — — — — — — — Treasury stock repurchased — — — — — 10 ( 461 ) — ( 461 ) Other comprehensive earnings - unrealized gain on investments and other financial instruments — — — — ( 499 ) — — — ( 499 ) Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates — — — — 23 — — — 23 Other comprehensive earnings - unrealized gain on foreign currency translation — — — — ( 6 ) — — — ( 6 ) Other comprehensive earnings - minimum pension liability adjustment — — — — ( 7 ) — — — ( 7 ) Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — ( 101 ) — — — ( 101 ) Stock-based compensation — — 42 — — — — — 42 Dividends declared — — — ( 447 ) — — — — ( 447 ) Shares withheld for taxes and in treasury — — — — — 1 ( 17 ) — ( 17 ) Change in reinsurance liabilities held at fair value resulting from change in instrument-specific credit risk — — — — 3 — — — 3 Change in current discount rate — liability for future policy benefits — — — — 124 — — — 124 Change in instrument-specific credit risk - market risk benefits — — — — 10 — — — 10 Subsidiary dividends declared to non-controlling interests — — — — — — — ( 19 ) ( 19 ) Net earnings — — — 2,797 — — — 20 2,817 Balance, December 31, 2021 325 $ — $ 5,810 $ 4,818 $ 878 42 $ ( 1,545 ) $ 43 $ 10,004 97 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED) (In millions, except per share data) Fidelity National Financial, Inc. Common Shareholders Accumulated FNF Other Common Additional Comprehensive Treasury Non- Stock Paid-in Retained Earnings Stock controlling Total Shares $ Capital Earnings (Loss) Shares $ Interests Equity Balance January 1, 2022 325 — $ 5,810 $ 4,818 $ 878 42 $ ( 1,545 ) $ 43 $ 10,004 Exercise of stock options 2 — 39 — — — — — 39 Non-controlling interest associated with current period acquisitions — — — — — — — 46 46 Treasury stock repurchased — — — — — 13 ( 549 ) — ( 549 ) Issuance of restricted stock 1 — — — — — — — — Purchase of incremental share in consolidated subsidiaries — — ( 3 ) — — — — ( 11 ) ( 14 ) Other comprehensive earnings — unrealized gain on investments and other financial instruments — — — — ( 4,783 ) — — — ( 4,783 ) Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates — — — — 9 — — — 9 Other comprehensive earnings — unrealized gain on foreign currency translation — — — — ( 18 ) — — — ( 18 ) Other comprehensive earnings - minimum pension liability adjustment — — — — 5 — — — 5 Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 173 — — — 173 Other comprehensive earnings attributable to non-controlling interest — — — — 35 — — ( 35 ) — Stock-based compensation — — 48 — — — — 1 49 Dividends declared — — — ( 490 ) — — — — ( 490 ) Shares withheld for taxes and in treasury — — — — — — ( 15 ) — ( 15 ) Change in current discount rate — liability for future policy benefits — — — — 764 — — — 764 Change in instrument-specific credit risk - market risk benefits — — — — 67 — — — 67 Distribution of 15 % of the common stock of F&G ( 24 ) ( 397 ) 421 — Subsidiary dividends declared to non-controlling interests — — — — — — — ( 24 ) ( 24 ) Net earnings — — — 1,294 — — — 12 1,306 Balance, December 31, 2022 328 $ — $ 5,870 $ 5,225 $ ( 2,870 ) 55 $ ( 2,109 ) $ 453 $ 6,569 See accompanying Notes to Consolidated Financial Statements 98 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED) (In millions, except per share data) Fidelity National Financial, Inc. Common Shareholders Accumulated FNF Other Common Additional Comprehensive Treasury Non- Stock Paid-in Retained Earnings Stock controlling Total Shares $ Capital Earnings (Loss) Shares $ Interests Equity Balance, January 1, 2023 328 $ — $ 5,870 $ 5,225 $ ( 2,870 ) 55 $ ( 2,109 ) $ 453 $ 6,569 Exercise of stock options — — 15 — — — — — 15 Treasury stock repurchased — — — — — — ( 4 ) — ( 4 ) Issuance of restricted stock 1 — — — — — — — — Purchase of incremental share in consolidated subsidiaries — — ( 11 ) — — — — ( 8 ) ( 19 ) Other comprehensive earnings - unrealized loss on investments and other financial instruments — — — — 961 — — — 961 Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates — — — — 12 — — — 12 Other comprehensive earnings - unrealized loss on foreign currency translation — — — — 6 — — — 6 Other comprehensive earnings - minimum pension liability adjustment — — — — 3 — — — 3 Reclassification adjustments for change in unrealized gains and losses included in net earnings — — — — 126 — — — 126 Stock-based compensation — — 55 — — — — 4 59 Dividends declared — — — ( 498 ) — — — — ( 498 ) Shares withheld for taxes and in treasury — — — — — 1 ( 17 ) — ( 17 ) Change in current discount rate — liability for future policy benefits — — — — ( 189 ) — — — ( 189 ) Change in instrument-specific credit risk - market risk benefits — — — — ( 34 ) — — — ( 34 ) F&G purchases of treasury stock — — ( 1 ) — — ( 18 ) ( 19 ) Other comprehensive earnings attributable to non-controlling interest — — ( 15 ) — ( 134 ) — — 149 — Subsidiary dividends declared to non-controlling interests — — — — — — — ( 29 ) ( 29 ) Net earnings — — — 517 — — — 1 518 Balance, December 31, 2023 329 $ — $ 5,913 $ 5,244 $ ( 2,119 ) 56 $ ( 2,130 ) $ 552 $ 7,460 See accompanying Notes to Consolidated Financial Statements 99 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) For the Year Ended December 31, 2023 2022 2021 Cash Flows From Operating Activities: Net earnings $ 518 $ 1,306 $ 2,817 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 593 491 432 Equity in earnings of unconsolidated affiliates ( 17 ) ( 15 ) ( 64 ) Loss (gain) on sales of investments and other assets and asset impairments, net 542 533 ( 588 ) Loss on sale of businesses — — 14 Interest credited/index credits to contractholder account balances 1,409 ( 560 ) 573 Change in market risk benefits, net 95 ( 182 ) ( 44 ) Deferred policy acquisition costs and deferred sales inducements ( 1,084 ) ( 814 ) ( 675 ) Charges assessed to contractholders for mortality and administration ( 255 ) ( 221 ) ( 191 ) Non-cash lease costs 136 142 139 Operating lease payments ( 153 ) ( 154 ) ( 150 ) Distributions from unconsolidated affiliates, return on investment 122 151 106 Stock-based compensation cost 60 49 42 Change in NAV of limited partnerships, net ( 220 ) ( 109 ) ( 589 ) Change in valuation of derivatives, equity and preferred securities, net ( 388 ) 947 253 Changes in assets and liabilities, net of effects from acquisitions: Change in reinsurance recoverable 78 276 59 Change in future policy benefits 1,325 1,071 627 Change in funds withheld from reinsurers 3,386 2,056 850 Net decrease (increase) in trade receivables 37 178 ( 120 ) Net (decrease) increase in reserve for title claim losses ( 40 ) ( 73 ) 260 Net change in income taxes ( 50 ) 66 140 Net change in other assets and other liabilities 384 ( 783 ) 199 Net cash provided by operating activities 6,478 4,355 4,090 Cash Flows From Investing Activities: Proceeds from sales, calls and maturities of investment securities 5,875 6,340 9,796 Fundings of notes receivable ( 19 ) ( 99 ) ( 19 ) Additions to property and equipment and capitalized software ( 132 ) ( 138 ) ( 131 ) Purchases of investment securities ( 13,985 ) ( 13,148 ) ( 16,014 ) Net proceeds (purchases of) from sales and maturities of short-term investment securities 340 ( 2,571 ) 266 Other acquisitions/disposals, net of cash acquired ( 299 ) ( 180 ) ( 100 ) Additional investments in unconsolidated affiliates ( 1,296 ) ( 1,077 ) ( 1,746 ) Distributions from unconsolidated affiliates, return of investment 423 335 491 Net other investing activities 3 14 8 Net cash used in investing activities ( 9,090 ) ( 10,524 ) ( 7,449 ) 100 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In millions) For the Year Ended December 31, Cash Flows From Financing Activities: 2023 2022 2021 Borrowings 6 550 — Debt offering 845 — 449 F&G Credit Agreement repayments, net ( 185 ) — — Debt costs/equity issuance additions ( 16 ) ( 4 ) ( 6 ) Debt service payments — ( 400 ) — Dividends paid ( 500 ) ( 489 ) ( 446 ) Subsidiary dividends paid to non-controlling interest shareholders ( 32 ) ( 20 ) ( 19 ) Exercise of stock options 15 39 48 Net change in secured trust deposits ( 132 ) ( 72 ) 224 Purchase of additional share in consolidated subsidiaries ( 19 ) ( 15 ) — Payment of contingent consideration for prior period acquisitions ( 10 ) ( 6 ) ( 5 ) Payment for shares withheld for taxes and in treasury ( 17 ) ( 15 ) ( 17 ) Contractholder account deposits 7,787 8,530 8,166 Contractholder account withdrawals ( 4,625 ) ( 3,450 ) ( 2,931 ) F&G repurchases of F&G stock ( 18 ) — — Purchases of treasury stock ( 6 ) ( 553 ) ( 463 ) Net cash provided by financing activities 3,093 4,095 5,000 Net increase (decrease) in cash and cash equivalents 481 ( 2,074 ) 1,641 Cash and cash equivalents at beginning of period 2,286 4,360 2,719 Cash and cash equivalents at end of period $ 2,767 $ 2,286 $ 4,360 See accompanying Notes to Consolidated Financial Statements 101 Table of Contents FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A. Business and Summary of Significant Accounting Policies The following describes the business and significant accounting policies of Fidelity National Financial, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company" or "FNF"), which have been followed in preparing the accompanying Consolidated Financial Statement s. Description of the Business We are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty products, (ii) technology and transaction services to the real estate and mortgage industries and (iii) annuity and life insurance products. FNF is one of the nation’s largest title insurance companies operating through its title insurance underwriters - Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Title"), Alamo Title Insurance and National Title Insurance of New York Inc. - which collectively issue more title insurance policies than any other title company in the United States. Through our subsidiary, ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans. We are also a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through our majority owned subsidiary, F&G Annuities & Life ("F&G"). For information about our reportable segments refe r to Note J Seg ment Information . Recent Developments Amendment to our Revolving Credit Facility On February 16, 2024, we entered into a Sixth Amended and Restated Credit Agreement for our $ 800 million revolving credit facility (the "Amended Revolving Credit Facility") with Bank of America, N.A., as administrative agent and other agents party thereto (the "Sixth Restated Credit Agreement"). For further information related to the Amended Revolving Credit Facility and the Sixth Restated Credit Agreement refer to Note G Notes Payable . Amendment to the F&G Credit Agreement On February 16, 2024, we entered into a Second Amended and Restated F&G Credit Agreement of our $ 665 million credit agreement, with the guarantors party thereto, the financial institutions party thereto as lenders, and Bank of America, N.A., as administrative agent, swing line lender and an issuing bank (the "Second Amended and Restated F&G Credit Agreement"). For more information related to the Second Amended and Restated F&G Credit Agreement refer to Note G Notes Payable . Acquisition of ROAR On January 2, 2024, F&G acquired a 70 % majority ownership stake in the equity of Roar Joint Venture, LLC ("Roar"). Roar wholesales life insurance and annuity products to banks and broker dealers through a network of agents. Total initial consideration is comprised of cash of approximately $ 269 million and contingent consideration. Under the terms of the purchase agreement, the Company has agreed to make cash payments of up to approximately $ 90 million over a three year period upon the achievement of certain earnings before interest, taxes, depreciation and amortization milestones of Roar. Investment of $ 250 million in F&G On January 12, 2024, we completed a $ 250 million preferred stock investment in F&G. F&G will use the net proceeds from the investment to support growth of its assets under management. Under the terms of the agreement, we have agreed to invest $ 250 million in exchange for 5 million shares of F&G's 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ 0.001 per share (the "Mandatory Convertible Preferred Stock"). Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $ 50.00 per share. Unless earlier converted at the option of the holder, each outstanding share of the Mandatory Convertible Preferred Stock will automatically convert into shares of common stock of F&G on January 15, 2027 (the "Mandatory Conversion Date"). Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of the Mandatory Convertible Preferred Stock will be no more than 1.1111 shares of common stock and no less than 0.9456 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the value of F&G's common stock. 102 Table of Contents 7.95 % F&G Senior Notes On December 6, 2023, F&G completed the public offering of $ 345 million aggregate principal amount of its 7.95 % Senior Notes due 2053 (the " 7.95 % F&G Notes"). F&G used the net proceeds from the sale of the notes to repay borrowings under its revolving credit facility and for general corporate purposes, including the support of organic growth opportunities. The Senior notes were registered under the Securities Act of 1933 (as amended) (the "Securities Act"). For further information related to the 7.95 % F&G Notes, refer to Note G Notes Payable . 2023 Cybersecurity Incident On November 19, 2023, we became aware of a cybersecurity incident that impacted certain of our systems. We promptly commenced an investigation, retained leading experts to assist the Company, notified law enforcement authorities, regulatory authorities and other stakeholders, and followed our incident response plans. In addition, we took containment measures such as blocking access to certain of our systems resulting in varying levels of disruption to our businesses. The incident was contained on November 26, 2023. We completed our forensic investigation on December 13, 2023. We determined that an unauthorized third-party accessed certain of our systems, deployed a type of malware that is not self-propagating, and exfiltrated certain data. We have no evidence that any customer-owned system was directly impacted in the incident, and no customer has reported that this has occurred. The last confirmed date of unauthorized third-party activity in our network occurred on November 20, 2023. We have identified and analyzed the nature and scope of the affected systems and data. We have notified our affected customers and applicable state attorneys general and regulators, and approximately 1.3 million potentially impacted consumers; are providing credit monitoring, web monitoring, and identity theft restoration services; and are fielding questions from customers. We are continuing to coordinate with law enforcement, our customers, regulators, advisors and other stakeholders. We have been named as a defendant in several lawsuits related to this incident. The Company will vigorously defend itself against any litigation filed related to this incident. For further information on the litigation related to this incident, refer to Note H Commitments and Contingencies . At this time, we do not believe that the incident will have a material impact on the Company. 7.40 % F&G Senior Notes On January 13, 2023, F&G completed its issuance and sale of $ 500 million aggregate amount of its 7.40 % Senior Notes due 2028 (the " 7.40 % F&G Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 7.40 % F&G Notes are the senior unsecured, unsubordinated obligations of F&G and are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of its obligations under the F&G Credit Agreement (the "Guarantors"). F&G intends to use the net proceeds from the offering of the 7.40 % F&G Notes for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements. The interest rate payable on the 7.40 % F&G Notes will be subject to adjustment from time to time if either S&P or Fitch (or a substitute rating agency) downgrades (or downgrades and subsequently upgrades) the credit ratings assigned to the 7.40 % F&G Notes. For further information related to the 7.40 % F&G Notes, refer to Note G Notes Payable . Acquisition of TitlePoint On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 224 million in cash, subject to a customary working capital adjustment. TitlePoint enables searches for detailed property information, images of documents and maps from hundreds of counties across the U.S and is a leader in the science of real estate property research technology. For further information related to the acquisition of TitlePoint, refer to Note B Acquisitions . Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. In our title segment, our investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. Earnings attributable to noncontrolling interests recorded on the Consolidated Statements of Earnings represents the portion of a majority-owned subsidiary's net earnings or loss that is owned by noncontrolling shareholders of the subsidiary. Noncontrolling interest recorded on the Consolidated Balance Sheets represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders. We are involved in certain entities that are considered variable interest entities ("VIEs") as defined under GAAP. Our involvement with VIEs is primarily to invest in assets that allow us to gain exposure to a broadly diversified portfolio of asset classes. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support, where investors lack certain characteristics of a controlling financial interest, or where the entity is structured with non-substantive voting rights. We assess our relationships with VIEs to evaluate if we are the primary beneficiary of the VIE. If we 103 Table of Contents determine we are the primary beneficiary of a VIE, we consolidate the assets and liabilities of the VIE in our Consolidated Financial Statements. See Note E Investments for additional information on our investments in VIEs. I nvestments Fixed Maturity Securities Available-for-Sale Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within AOCI, net of deferred income taxes. Fair values for fixed maturity securities are principally a function of current market conditions and are primarily valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable. We recognize investment income on fixed maturities based on the effective interest method, which results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. In our title segment, realized gains and losses on sales of our fixed maturity securities are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Our F&G segment uses first-in first-out cost basis and generally records security transactions on a trade date basis except for private placements, which are recorded on a settlement date basis. Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. Fixed maturity securities AFS are subject to an allowance for credit loss and changes in the allowance are reported in net earnings as a component of Recognized gains and losses, net. For details on our policy around allowance for expected credit losses on AFS securities, refer to Note E Investments. Preferred and Equity Securities Equity and prefer red securities held are carried at fair value as of the balance sheet dates. The fair values of our equity and preferred securities are based on quoted prices in active markets, or are valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable or based on net asset value ("NAV") . Changes in fair value and realized gains and losses on sales of our preferred and equity securities are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. Recognized gains and losses on sales of our preferred and equity securities are credited or charged to earnings on a trade date basis, unless the security is a private placement in which case settlement date basis is used. Interest and dividend income from these investments is reported in Interest and investment income in the accompanying Consolidated Statements of Earnings. Derivative Financial Instruments In our F&G segment, we hedge certain portions of our exposure to product related equity market risk by entering into derivative transactions (primarily call options). We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments. All such derivative instruments are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The changes in fair value are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. We purchase financial instruments and issue products that may contain embedded derivative instruments. If it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract for measurement purposes. The Company’s embedded derivative associated to our FIA crediting rates policies is carried at fair value, which is determined through a combination of market observable inputs such as market value of option and interest swap rates and unobservable inputs such as the mortality multiplier, surrender and withdrawal rates and non-performance spread. The changes in fair value of the FIA embedded derivative are reported within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. Reinsurance Related Embedded Derivatives As discussed in Note O F&G Reinsurance , F&G entered into reinsurance agreements to cede a quota share of certain deferred annuity, multi-year guaranteed annuities ("MYGA") and deferred annuity"), respectively, GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance. Funds withheld arrangements allow the Company to retain legal ownership of assets backing reinsurance arrangements until they are earned by the reinsurer while passing credit risk associated with the assets in the funds withheld account to the reinsurer. These arrangements create embedded derivatives considered to be total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangement. The fair value of the total return swap is based on the change in fair value of the underlying assets held in the funds withheld portfolio. Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangement, including gains and losses from sales, are passed directly to the reinsurer pursuant to contractual terms of the reinsurance arrangement. These total return swaps are not clearly and closely related to the underlying reinsurance 104 Table of Contents contract and thus require bifurcation. The reinsurance related embedded derivative is reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets and the related gains or losses are reported in Recognized gains (losses) on the Consolidated Statements of Earnings. Mortgage Loans Our investment in mortgage loans consists of commercial and residential mortgage loans on real estate, which are reported at amortized cost, less allowance for expected credit losses. For details on our policy around allowance for expected credit losses on mortgage loans, refer to Note E Investments . Commercial mortgage loans ("CMLs") are continuously monitored by reviewing appraisals, operating statements, rent revenues, annual inspection reports, loan specific credit quality, property characteristics, market trends and other factors. CMLs are rated for the purpose of quantifying the level of risk. Loans are placed on a watch list when the debt service coverage ("DSC") ratio falls below certain thresholds and the loan-to-value ("LTV") ratios exceeds certain thresholds. Loans on the watchlist are closely monitored for collateral deficiency or other credit events that may lead to a potential loss of principal or interest. We define delinquent mortgage loans as 30 days past due, consistent with industry practice. Residential mortgage loans ("RMLs") have a primary credit quality indicator of either a performing or nonperforming loan. We define nonperforming RMLs as those that are 90 or more days past due and/or in nonaccrual status, which is assessed monthly. Generally, nonperforming RMLs have a higher risk of experiencing a credit loss. We consider residential mortgage loans that are 90 or more days past due and have an LTV greater than 90% to be foreclosure probable. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs, as well as premiums and discounts, are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans. Loan commitment fees are deferred and amortized on an effective yield basis over the term of the loan. Interest income, amortization of premiums and discounts, prepayment fees, and loan commitment fees are reported in Interest and investment income in the accompanying Consolidated Statements of Earnings. Short-term investments Short-term investments consist of financial instruments with an original maturity of one year or less when purchased and include short-term fixed maturity securities and money market instruments, which are carried at fair value, and short-term loans, which are carried at amortized cost, which approximates fair value. Investments in Unconsolidated Affiliates In our F&G segment, we account for our investments in unconsolidated affiliates using the equity method or by electing the fair value option. Initial investments are recorded at cost. For investments subsequently measured using the equity method (primarily limited partnerships), adjustments to the carrying amount reflect our pro rata ownership percentage of the operating results as indicated by net asset value (“NAV”) in the unconsolidated affiliates’ financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles. Distributions received from investments measured using the equity method are recorded as a decrease in the investment balance. For investments subsequently measured using the fair value option, adjustments to the carrying amount reflecting the change in fair value of the investment are reported along with realized gains and losses on sales of investments in unconsolidated affiliates in Recognized gains and (losses), net in the accompanying Consolidated Statements of Earnings. Distributions received from investments measured using the fair value option is reported within Interest and investment income in the accompanying Consolidated Statements of Earnings. Recognition of income and adjustments to the carrying amount can be delayed due to the availability of the related financial statements, which are obtained from the general partner or managing member generally on a one to three-month delay. For investments using the equity method, management inquires quarterly with the general partner or managing member to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income. In our title segment, we account for our investments in unconsolidated affiliates using the equity method of accounting and earnings on our investments in unconsolidated affiliates are recorded within Equity in earnings of unconsolidated affiliates within the Consolidated Statements of Earnings. We classify distributions received from unconsolidated affiliates in our Consolidated Statements of Cash Flows using the cumulative earnings approach. Under the cumulative earnings approach, distributions are considered returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions from an investee received exceed the cumulative equity in earnings of such investee. When cumulative distributions from an investee exceed cumulative equity in earnings of the investee, such excess is considered a return of investment and is classified as a cash inflow from investing activities. Interest and investment income Dividends and interest income are recorded in Interest and investment income and recognized when earned. Income or losses upon call or prepayment of fixed maturity securities are recognized in Interest and investment income. Amortization of 105 Table of Contents premiums and accretion of discounts on investments in fixed maturity securities are reflected in Interest and investment income over the contractual terms of the investments, and for callable investments at a premium, based on the earliest call date of the investments, in a manner that produces a constant effective yield. For mortgage-backed and asset-backed securities, included in the fixed maturity securities portfolios, one of two models may be used to recognize interest income. For higher rated securities, interest income will be estimated based on an effective yield that considers cash flows received to date plus current expectations of future cash flows. For all other securities, interest income will be estimated based upon an effective yield that considers current expectations of future cash flows. For both interest income models, the estimated future cash flows include assumptions regarding the performance of the underlying collateral pool. Interest and investment income is presented net of earned investment management fees and the effects of certain reinsurance contracts. Cash and Cash Equivalents Highly liquid instruments purchased as part of cash management with original maturities of three months or less are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value. Trade and Notes Receivables The carrying values reported in the Consolidated Balance Sheets for trade and notes receivables approximate their fair value. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete and reported to us. Premium revenues from agency operations and related commissions include an accrual based on estimated historical transaction volume data for policies that have closed in a particular period in which premiums have not yet been reported to us. Historically, the time lag between the closing of these transactions by our agents and the reporting of these policies, or premiums, to us has been up to 15 months, with 66 % - 91 % reported within three months following closing, an additional 6 % - 17 % reported within the next three months and the remainder within seven to fifteen months. In addition to accruing these earned but unreported agency premiums, we also accrue agent commission expense, which was 76.9 % of agent premiums earned in 2023, 77.1 % of agent premiums earned in 2022, and 76.7 % of agent premiums earned in 2021. The amount due from our agents relating to this accrual, i.e., the agent premium less their contractual retained commission, was approximately $ 35 million and $ 74 million at December 31, 2023 and 2022, respectively. Due to the offsetting effects of reversing prior period accruals, the impact of this accrual to our recorded Agency title insurance premiums, Agent commissions and net earnings in any given period is not considered material. Fair Value of Financial Instruments The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. See a description of the fair value methodology used in Note D Fair Value of Financial Instruments . Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations, requires an acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we are required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the measurement period, we are also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when we receive the information we were seeking about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. Contingent consideration liabilities or receivables recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled. 106 Table of Contents Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment at the reporting unit level on an annual basis or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist, which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. We completed annual goodwill impairment analyses in the fourth quarter of each period presented using a September 30 measurement date. For the years ended December 31, 2023, 2022 and 2021, we determined there were no events or circumstances that indicated that the carrying value of a reporting unit exceeded the fair value. VOBA, DAC, DSI and URL Our intangible assets include the value of insurance and reinsurance contracts acquired (hereafter referred to as "VOBA"), deferred acquisition costs ("DAC"), deferred sales inducements ("DSI") and unearned revenue liabilities ("URL"). VOBA is an intangible asset that reflects the amount recorded as insurance contract liabilities less the estimated fair value of in-force contracts ("VIF") in a life insurance company acquisition. It represents the portion of the purchase price that is allocated to the value of the rights to receive future cash flows from the business in force at the acquisition date. VOBA is a function of the VIF, current GAAP reserves, GAAP assets, and deferred tax liability. The VIF is determined by the present value of statutory distributable earnings less opening required capital. DAC consists principally of commissions and other acquisition costs that are related directly to the successful sale of new or renewal insurance contracts. Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred. DSI represents up front bonus credits and persistency or vesting bonuses credited to contractholder fund balances. VOBA, DAC, and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Contracts are grouped by product type and feature and issue year into cohorts consistent with the grouping used in estimating the associated liability, where applicable. The constant level amortization bases of VOBA, DAC and DSI varies by product type. For universal life and indexed universal life ("IUL") insurance products, the constant level basis used is face amount in force. For deferred annuities (fixed indexed annuities ("FIA") and fixed rate annuities), the constant level basis used is initial premium deposit for DAC and DSI and vested account value as of the acquisition date for VOBA. For immediate annuity contracts, the VOBA balance is amortized in alignment with the Company’s accounting policy of amortizing the deferred profit liability ("DPL"). All amortization bases are adjusted by full lapses, which includes deaths, full surrenders, annuitizations and maturities, where applicable. The constant level bases used for amortization are projected using mortality and lapse assumptions that are based on Company’s experience, industry data, and other factors and are consistent with those used for the future policy benefits ("FPBs"), where applicable. If those projected assumptions change in future periods, they will be reflected in the cohort level amortization basis at that time. Unexpected contract terminations, due to higher mortality and/or lapse experience than expected, are recognized in the current period as a reduction of the capitalized balances. All balances are reduced for actual experience in excess of expected experience with changes in future estimates recognized prospectively over the remaining expected grouped contract term. The impact of changes in projected assumptions and the impact of actual experience that is different from expectations both impact the amortization of these intangible assets, which is reported within Depreciation and amortization in the accompanying Consolidated Statements of Earnings. Some of our IUL policies require payment of fees or other policyholder assessments in advance for services that will be rendered over the estimated lives of the policies or contracts. These payments are established as URLs upon receipt and included in Accounts payable and other accrued liabilities in the Consolidated Balance Sheets. URL is amortized like DAC over the estimated lives of these policies. Other Intangible Assets We have other intangible assets, not including goodwill, VOBA, DAC or DSI, which consist primarily of customer relationships and contracts, the value of distribution network acquired ("VODA"), trademarks and tradenames and state licenses, and computer software, which are generally recorded in connection with acquisitions at their fair value . Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives, generally ten years , using an accelerated method, which takes into consideration expected customer attrition rates. VODA is an intangible asset that represents the value of an acquired distribution network and is amortized using the sum of years digits method. Contractual relationships are generally amortized over their contractual life. Trademarks and tradenames are generally amortized over ten 107 Table of Contents years . Capitalized computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from five to ten years . For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product-by-product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. We review VOBA, DSI and other intangible assets for impairment annually or when events or circumstances occur that indicate a potential change in the underlying basis. F or further information, refer to Note M Intangibles . Title Plants Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches. Costs incurred to maintain, update and operate title plants are expensed as incurred. Title plants are not amortized as they are considered to have an indefinite life, if maintained. Sales of title plants are reported at the amount received net of the adjusted costs of the title plant sold. Sales of title plant copies are reported at the amount received. No cost is allocated to the sale of copies of title plants unless the carrying value of the title plant is diminished or impaired. Title plants are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. We reviewed title plants for impairment for the years ended December 31, 2023, 2022 and 2021 and did not record any impairment expense in the years ended December 31, 2023 or 2021. We reco rded $ 1 million of impair ment expense related to title plants in the year ended December 31, 2022. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: twenty to thirty years for buildings and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets. Property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. We recorded $ 2 million of impairment expense related to property and equipment in our title segment in the year ended December 31, 2022. Contractholder Funds Contractholder funds include deferred annuities (FIAs and fixed rate annuities), IULs, funding agreements and non-life contingent ("NLC") immediate annuities (which includes NLC pension risk transfer ("PRT") annuities). The liabilities for contractholder funds for fixed rate annuities, funding agreements and NLC immediate annuities consist of contract account balances that accrue to the benefit of the contractholders. The liabilities for FIA and IUL policies consist of the value of the host contract plus the fair value of the indexed crediting feature of the policy, which is accounted for as an embedded derivative. The embedded derivative liability is carried at fair value in contractholder funds in the accompanying Consolidated Balance Sheets with changes in fair value reported in Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. See a description of the fair value methodology used in Note D Fair Value of Financial Instruments . Future Policy Benefits The FPB is determined as the present value of future policy benefits and related claims expenses to be paid to or on behalf of the policyholder less the present value of future net premiums to be collected from policyholders. The FPB for traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities) are estimated using current assumptions that include discount rate, mortality and surrender/lapse terminations for traditional life insurance policies only, and expenses. The expense assumption is locked-in at contract issuance and not subsequently reviewed or updated. The initial assumptions are based on generally accepted actuarial methods and a combination of internal and industry experience. Policies are terminated through surrenders, lapses and maturities, where surrenders represent the voluntary terminations of policies by policyholders, lapses represent cancellations by us due to nonpayment of premiums, and maturities are determined by policy contract terms. For traditional life policies and life-contingent immediate annuity policies, contracts are grouped into cohorts by product type, legal entity, and issue year, or acquisition year for cohorts established as of the F&G acquisition date, June 1, 2020. Life-contingent PRT annuities are grouped into cohorts by deal and legal entity. At contract inception, a net premium ratio ("NPR") is determined, which is calculated based on discounted future cash flows projected using best estimate assumptions and is capped at 100 %, as net premiums cannot exceed gross premiums. Cohorts with NPRs less than 100% are not used to offset cohorts with NPRs greater than 100 %. 108 Table of Contents The NPR is adjusted for changes in cash flow assumptions and for differences between actual and expected experience. We assess the appropriateness of all future cash flow assumptions, excluding the expense assumption, on a quarterly basis and perform an in-depth review of future cash flow assumptions in the third quarter of each year. Updates are made when evidence suggests a revision is necessary. Updates for actual experience, which includes actual cash flows and insurance in-force, are performed on a quarterly basis. These updated cash flows are used to calculate a revised NPR, which is used to derive an updated liability as of the beginning of the current reporting period, discounted at the original contract issuance date. The updated liability is compared with the carrying amount of the liability as of that same date before the revised NPR. The difference between these amounts is the remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. In subsequent periods, the revised NPR, which is capped at 100 %, is used to measure the FPB, subject to future revisions. If the NPR is greater than 100%, and therefore capped at 100 %, the liability is increased and expensed immediately to reflect the amount necessary for net premiums to equal gross premiums. As the liability assumptions are reviewed and updated, if deemed necessary, at least annually, if conditions improve whereby the contracts are no longer expected to have net premiums in excess of gross premiums, the improvements would be captured in the remeasurement process and reflected in the accompanying Consolidated Statements of Earnings in the period of improvement. For traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities), the discount rate assumption is an equivalent single rate that is derived based on A-credit-rated fixed-income instruments with similar duration to the liability. We selected fixed-income instruments that have been A-rated by Bloomberg. In order to reflect the duration characteristics of the liability, we will use an implied forward yield curve and linear interpolation will be used for durations that have limited or no market observable points on the curve. The discount rate assumption is updated quarterly and used to remeasure the liability at the reporting date, with the resulting change reflected in the accompanying Consolidated Statements of Comprehensive Earnings. Deferred Profit Liability For life-contingent immediate annuity policies, gross premiums received in excess of net premiums are deferred at initial recognition as a DPL. Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPBs, including discount rate, mortality, and expenses. The DPL is amortized and recognized as premium revenue with the amount of expected future benefit payments, discounted using the same discount rate determined and locked-in at contract issuance that is used in the measurement of the related FPB. Interest is accreted on the balance of the DPL using this same discount rate. We periodically review and update our estimates using the actual historical experience and updated cash flows for the DPL at the same time as the estimates of cash flows for the FPB. When cash flows are updated, the updated estimates are used to recalculate the initial DPL at contract issuance. The recalculated DPL as of the beginning of the current reporting period is compared to the carrying amount of the DPL as of the beginning of the current reporting period, with any differences recognized as a remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. The DPL is recorded as a component of the Future policy benefits in the accompanying Consolidated Balance Sheets. Market Risk Benefits MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest rate and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs include certain contract features primarily on FIA products that provide minimum guarantees to policyholders, such as guaranteed minimum death benefit ("GMDB"), guaranteed minimum withdrawal benefit ("GMWB") riders and guaranteed minimum accumulation benefit ("GMAB") riders. MRBs are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder used to cover the excess benefits, which represent expected benefits in excess of the policyholder’s account value. At contract inception, an attributed fee ratio is calculated equal to rider charges over benefits paid in excess of the account value attributable to the MRBs. The attributed fee ratio remains static over the life of the MRB and is capped at 100 %. Each period subsequent to contract inception, the attributed fee ratio is used to calculate the fair value of the MRBs using a risk neutral valuation method and is based on current net amounts at risk, market data, internal and industry experience, and other factors. The balances are computed using assumptions including mortality, full and partial surrender, GMWB utilization, risk-free rates including non-performance spread and risk margin, market value of options and economic scenarios. Policyholder behavior assumptions are reviewed at least annually, typically in the third quarter, for any revisions. MRBs can either be in an asset or liability position and are presented separately on the Consolidated Balance Sheets as the right of setoff criteria are not met. Changes in fair value are recognized in Market risk benefits gain (losses) in the accompanying Consolidated Statements of Earnings, except for the change in fair value due to a change in the instrument-specific credit risk, 109 Table of Contents which is recognized in the accompanying Consolidated Statements of Comprehensive Earnings. See a description of the fair value methodology used in Note D Fair Value of Financial Instruments and Note X Market Risk Benefits . Reserve for Title Claim Losses Our reserve for title claim losses includes known claims as well as losses we expect to incur, net of recoupments. Each known claim is reserved based on our review as to the estimated amount of the claim and the costs required to settle the claim. Reserves for claims, which are incurred but not reported are established at the time premium revenue is recognized based on historical loss experience and also take into consideration other factors, including industry trends, claim loss history, current leg al environment, geographic considerations and the type of policy written. The reserve for title claim losses also includes reserves for losses arising from closing and disbursement functions due to frau d or operational error. If a loss is r elated to a policy issued by an independent agent, we may proceed against the independent agent pursuant to the terms of the agency agreement. In any event, we may proceed against third parties who are responsible for any loss under th e title insurance policy under rights of subrogation. Secured Trust Deposits In the state of Illinois, a trust company is permitted to commingle and invest customers’ assets with its own assets, pending completion of real estate transactions. Accordingly, our Consolidated Balance Sheets reflect a secured trust deposit liability of $ 731 million and $ 862 million at December 31, 2023 and 2022, respectively, representing customers’ assets held by us and corresponding assets including cash and investments pledged as security for those trust balances. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. Reinsurance Title In our Title segment, in a limited number of situations, we limit our maximum loss exposure by reinsuring certain risks with other title insurers. We also earn a small amount of additional income, which is reflected in our direct premiums, by assuming reinsurance for certain risks of other title insurers. We cede a portion of certain policy and other liabilities under agent fidelity, excess of loss and case-by-case reinsurance agreements. Reinsurance agreements provide that in the event of a loss (including costs, attorneys’ fees and expenses) exceeding the retained amounts, the reinsurer is liable for the excess amount assumed. However, the ceding company remains primarily liable in the event the reinsurer does not meet its contractual obligations. F&G In our F&G segment, our insurance subsidiaries enter into reinsurance agreements with other companies in the normal course of business. For arrangements that meet the criteria to be accounted for as reinsurance, we present the amounts consistently and on a gross basis in our Consolidated Balance Sheets with the ceded reserves balance presented as a Reinsurance recoverable. Deferred gains will be included within Accounts payable and accrued expenses with the related accretion reflected within Life insurance premiums and other fees on the Consolidated Balance Sheets and Statements of Earnings, respectively. Deferred costs will be included within the Prepaid expense and other assets with the related amortization reflected within Other operating expenses in the Consolidated Balance Sheets and Statements of Earnings, respectively. Premium and expense are recorded net of reinsurance ceded. For arrangements in which the underlying contracts do not include insurance risk or do not meet the criteria to be accounted for as reinsurance, the arrangements are accounted for as separate investment contracts or deposit accounting is applied, respectively. In both cases, we calculate a deposit asset based on the actual and expected cash flows associated to each arrangement and use the interest method to accrete the deposit asset using an effective yield based on changes in actual and expected cash flows. The deposit asset is presented within Reinsurance recoverable on the Consolidated Balance Sheets and the accretion of the deposit asset is presented within Benefits and other changes in policy reserves on the accompanying Consolidated Statements of Earnings. 110 Table of Contents For certain arrangements that are not accounted for as reinsurance, the right of offset is applied when there is a right of offset explicit in the reinsurance agreement. This results in the assets and liabilities associated with the arrangement presented on a net basis in the accompanying Consolidated Balance Sheets, and the related net investment income, investment gain/loss, and change in deposit asset are presented net on the accompanying Consolidated Statements of Earnings. F&G intends to apply the right of offset where there is a right of offset explicit in the reinsurance agreement. See Note O F&G Reinsurance for more details over F&G's reinsurance agreements. Revenue Recognition Refer to Note L Revenue Recognition for a description of our accounting for our various revenue streams. Benefits and Other Changes in Policy Reserves Benefit expenses for deferred annuities (FIAs and fixed rate annuities), IUL policies and funding agreements include interest credited, fixed interest, floating interest (specific to funding agreements) and/or index credits (specific to FIA and IUL policies), to contractholder account balances. Benefit claims in excess of contract account balances, net of reinsurance recoveries, are charged to expense in the period that they are earned by the policyholder based on their selected strategy or strategies. Other changes in policy reserves include the change in the fair value of the FIA embedded derivative. Other changes in policy reserves also include the change in reserves for life insurance products. For traditional life and life-contingent immediate annuities (which includes PRT annuities with life contingencies), policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries. Remeasurement gains or losses on the related FPB and DPL balances are presented parenthetically within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. Stock-Based Compensation Plans We accou nt for stock-based compensation plans using the fair value method. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date using quoted market prices, and recognized over the service period. Earnings Per Share Basic earnings per share, as presented on the Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share-based payments, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. The net earnings of F&G in our calculation of diluted earnings per share is adjusted for dilution related to certain F&G restricted stock granted to F&G's employees in accordance with ASC 260-10-55-20. We calculate the ratio of the shares of F&G we own to the total weighted average diluted shares of F&G outstanding and multiply the ratio by F&G's net earnings. The result is used for F&G's net earnings attributable to FNF included in our consolidated net earnings in the numerator for our diluted EPS calculation. Restricted stock, options or other instruments, which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. There were 1 million antidilutive instruments outstanding for the years ended December 31, 2023 and 2022. Comprehensive Earnings (Loss) We report Comprehensive earnings (loss) in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Recognized gains and losses, net on the Consolidated Statements of Earnings. 111 Table of Contents Changes in the balance of Other comprehensive earnings (loss) for the years ended December 31, 2023, 2022 and 2021, by component are as follows: Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Change in current discount rate - future policy benefits Change in instrument-specific credit risk - market risk benefits Other Total Accumulated Other Comprehensive Earnings (Loss) (In millions) Balance January 1, 2021 $ 1,625 $ ( 159 ) $ ( 159 ) $ 24 $ 1,331 Reclassification adjustments ( 109 ) 33 3 ( 28 ) ( 101 ) Other comprehensive earnings ( 499 ) 124 10 13 ( 352 ) Balance December 31, 2021 1,017 ( 2 ) ( 146 ) 9 878 Reclassification adjustments ( 38 ) 204 16 ( 9 ) 173 Other comprehensive earnings ( 4,783 ) 764 67 ( 4 ) ( 3,956 ) Non-controlling interest 33 — 1 1 35 Balance December 31, 2022 ( 3,771 ) 966 ( 62 ) ( 3 ) ( 2,870 ) Reclassification adjustments 195 ( 51 ) ( 7 ) ( 11 ) 126 Other comprehensive earnings 961 ( 189 ) ( 34 ) 21 759 Non-controlling interest ( 178 ) 38 7 ( 1 ) ( 134 ) Balance December 31, 2023 $ ( 2,793 ) $ 764 $ ( 96 ) $ 6 $ ( 2,119 ) Management Estimates The preparation of these Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Periodically, and at least annually, typically in the third quarter, we review the assumptions associated with reserves for policy benefits and product guarantees. During the third quarter of 2023 and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions to calculate the fair value of the embedded derivative component within the contractholder funds and also aligned reserves to actual policyholder behavior. These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $ 73 million. During the fourth quarter of 2022, based on increases in interest rates and pricing changes during 2022, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and the fair value of market risk benefits. These changes, taken together, resulted in an increase in contractholder funds and market risk benefits of $ 99 million . During the third quarter of 2021, we implemented a new actuarial valuation system. As a result, our third quarter 2021 assumption updates include model refinements and assumption updates resulting from the implementation. The system implementation and assumption review process that occurred in the third quarter of 2021, included refinements in the calculation of the fair value of the embedded derivative component of our FIAs within contractholder funds and updates to the surrender rates, GMWB utilization and earned rate assumptions to reflect our current and expected future experience. These changes, taken together, resulted in a decrease in contractholder funds and future policy reserves of $ 435 million. The majority of the changes represent one-time adjustments in the third quarter of 2021 related to the cumulative impact of the system implementation and are not expected to re-occur in the future. Owned Distribution Investments For the years ended December 31, 2023 and 2022, we expensed approximately $ 154 million and $ 74 million in commissions on sales through our funded owned distribution investments and their affiliates, respectively, with the acquisition expense deferred and amortized in Depreciation and amortization on the accompanying Consolidated Statements of Earnings. 112 Table of Contents Note B — Acquisitions TitlePoint On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $ 224 million in cash, subject to a customary working capital adjustment. The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The purchase price has been allocated to TitlePoint's assets acquired based on their fair values as of the acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is expected to be deductible for tax purposes. We completed our assessment of the fair value of assets acquired and liabilities assumed within the one-year period from the date of acquisition. In connection with the acquisition, we recorded fair value estimates for goodwill, other intangible assets and other assets of $ 165 million, $ 54 million and $ 6 million, respectively, as of December 31, 2023. The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the TitlePoint acquisition consist of the following: Gross Carrying Value Weighted Average Estimated Useful Life (in years) Other intangible assets: (In millions) Customer relationships $ 3 10 Trade name 4 10 Software 47 7 Total Other intangible assets $ 54 AllFirst On August 9, 2022, we acquired approximately 74 % of the outstanding equity of AllFirst for approximately $ 130 million in cash consideration. On December 19, 2022, we purchased an additional 6 % of the outstanding equity of AllFirst for approximately $ 10 million in cash consideration. The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The purchase price has been allocated to AllFirst's assets acquired and liabilities assumed based on their fair values as of August 9, 2022. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is expected to be deductible for tax purposes. We completed our assessment of the fair value of assets acquired and liabilities assumed within the one-year period from the date of acquisition. We recorded fair value amounts as of the acquisition date for goodwill, other intangibles, other assets, other liabilities and non-controlling interest of $ 104 million, $ 55 million, $ 40 million, $ 18 million and $ 46 million, respectively, as of December 31, 2023. The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the AllFirst acquisition consist of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Other intangible assets: Customer relationships $ 46 10 Trade name 7 10 Non-compete agreements 1 5 Software 1 2 Total Other intangible assets $ 55 113 Table of Contents Note C — Summary of Reserve for Title Claim Losses A summary of the reserve for title claim losses follows: Year Ended December 31, 2023 2022 2021 (Dollars in millions) Beginning balance $ 1,810 $ 1,883 $ 1,623 Change in insurance recoverable 15 ( 128 ) 94 Claim loss provision related to: Current year 207 308 385 Prior years — — — Total title claim loss provision 207 308 385 Claims paid, net of recoupments related to: Current year ( 22 ) ( 21 ) ( 14 ) Prior years ( 240 ) ( 232 ) ( 205 ) Total title claims paid, net of recoupments ( 262 ) ( 253 ) ( 219 ) Ending balance of claim loss reserve for title insurance $ 1,770 $ 1,810 $ 1,883 Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 4.5 % 4.5 % Several lawsuits have been filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its principal (collectively, the “Named Companies”). Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain through her former company, ANI Development LLC (“ANI”), or other affiliates to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses. Plaintiffs contend they were told that under California state law, alcoholic beverage license applicants are required to deposit into escrow an amount equal to the license purchase price while their applications remain pending with the State. Plaintiffs further alleged that employees of Chicago Title Company participated with Ms. Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which some of the plaintiffs’ funds were deposited. In connection with the alcoholic beverage license scheme, a lawsuit styled, Securities and Exchange Commission v. Gina Champion-Cain and ANI Development, LLC , was filed in the United States District Court for the Southern District of California asserting claims for securities fraud against Ms. Champion-Cain and certain of her affiliated entities. A receiver was appointed by the court to preserve the assets of the defendant affiliated entities (the “receivership entities”), pay their debts, operate the businesses and pursue any claims they may have against third-parties. Pursuant to the authority granted to her by the federal court, on January 7, 2022, a lawsuit styled, Krista Freitag v. Chicago Title Co. and Chicago Title Ins. Co. , was filed in San Diego County Superior Court by the receiver on behalf of the receivership entities against the Named Companies. The receiver sought compensatory, incidental, consequential, and punitive damages, and the recovery of attorneys’ fees. In turn, the Named Companies petitioned the federal court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted. On April 26, 2022, the Named Companies reached a global settlement with the receiver and several other investor claimants. As a condition of the settlement, the Named Companies and the receiver jointly sought court approval of the global settlement and entry of an order barring any claims against the Named Companies related to the alcoholic beverage license scheme. On November 23, 2022, the federal court overruled any objections by non-joining investors and entered an order approving the global settlement and barring further claims against the Named Companies (“Settlement and Bar Order”). The receiver’s lawsuit against the Named Companies has been dismissed. The receiver is in receipt of the settlement payment from Chicago Title Company and will distribute the amount designated for each non-joining investor at the conclusion of any such investor’s appeal of the Settlement and Bar Order (or back to Chicago Title Company if an appeal is successful). Some of the investor claimants who objected to entry of the Settlement and Bar Order appealed the decision to the United States Court of Appeals for the Ninth Circuit by (Cases 22-56206, 22-56208, and 23-55083), and appellate oral argument is expected to be held later this year. After filing its appeal, one of the appellants, CalPrivate Bank (Case 23-55083), entered into a settlement with the receiver that was approved by the federal court. This settlement resolves CalPrivate Bank’s objections to the Settlement and Bar Order, and its appeal has been dismissed. The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, all of which involve investor claimants who have claims against the Named Companies, objected to the settlement with the receiver, and have appealed the Settlement and Bar Order. Since any pending and future claims against the Named Companies are barred, the state court cases where plaintiffs have served a notice of appeal have been stayed pending the outcome of the appeals, and the claims against the Named Companies by non-appealing plaintiffs have been dismissed with prejudice. While they have not been 114 Table of Contents consolidated into one action, they have been deemed by the court to be related and are assigned to the same judge for purposes of judicial economy. On Decem ber 13, 2019, a lawsuit styled, Kim Funding, LLC, Kim H. Peterson, Joseph J. Cohen, and ABC Funding Strategies, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in San Diego County Superior Court. Plaintiffs claim losses of more than $ 250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages, as well as the recovery of attorneys' fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others. The Named Companies have reached a conditional settlement with the members of ABC Funding Strategies, LLC plaintiffs under confidential terms. On July 7, 2020, a cross-claim styled, Laurie Peterson v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in an existing lawsuit styled, Banc of California, National Association v. Laurie Peterson , which is pending in San Diego County Superior Court. Cross-complaint plaintiff was sued by a bank to recover in excess of $ 35 million that she allegedly guaranteed to repay for certain investments made by the Banc of California in the alcoholic beverage license scheme. Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees. The Named Companies filed a cross-complaint against Ms. Champion-Cain, and others, and the Named Companies were substituted in as the Plaintiff following a settlement with the bank. On Septemb er 3, 2020, a cross-claim styled, Kim H. Peterson Trustee of the Peterson Family Trust dated April 14 1992 v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman , was filed in an existing lawsuit styled, CalPrivate Bank v. Kim H. Peterson Trustee of the Peterson Family Trust dated April 14 1992 , which is pending in Superior Court of San Diego County for the State of California. Cross-complaint plaintiff was sued by a bank to recover in excess of $ 12 million that the trustee allegedly guaranteed to repay for certain investments made by CalPrivate Bank in the alcoholic beverage license scheme. Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $ 250 million in monetary losses as well as exemplary damages and attorneys’ fees. As a result of the receiver’s settlement with CalPrivate Bank, the receiver has been substituted in as the plaintiff in the suit against the trustee. On November 2, 2020, a lawsuit styled, C alPrivate Bank v. Chicago Title Co. and Chicago Title Ins. Co. , was also filed in the Superior Court of San Diego County for the State of California. Plaintiff claims losses in excess of $ 12 million based upon business loan advances made in the alcoholic beverage license scheme and seeks punitive damages and the recovery of attorneys’ fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others. Given CalPrivate Bank’s settlement with the receiver, this action against the Named Companies will be dismissed. Chicago Title Company has also resolved a number of other pre-suit claims and previously-disclosed lawsuits from both individual and groups of alleged investors under confidential terms. Based on the facts and circumstances of the remaining claims, including the settlements already reached, we have recorded reserves included in our reserve for title claim losses, which we believe are adequate to cover losses related to this matter, and believe that our reserves for title claim losses are adequate. We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate. 115 Table of Contents Note D — Fair Value of Financial Instruments Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or non-performance risk, which may include our own credit risk. We estimate an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market for that asset or liability in the absence of a principal market as opposed to the price that would be paid to acquire the asset or assume a liability (“entry price”). We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique, along with NAV. The hierarchy for fair value measurement is defined as follows: Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date. Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads, and yield curves. Level 3 - Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date based on the best information available in the circumstances. NAV - Certain equity investments are measured using NAV as a practical expedient in determining fair value. In addition, our unconsolidated affiliates (primarily limited partnerships) are primarily accounted for using the equity method of accounting with fair value determined using NAV as a practical expedient. Our carrying value reflects our pro rata ownership percentage as indicated by NAV in the limited partnership financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles. The underlying investments of the limited partnerships may have significant unobservable inputs, which may include, but are not limited to, comparable multiples and weighted average cost of capital rates applied in valuation models or a discounted cash flow model. Additionally, management meets quarterly with the general partner to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. When a determination is made to classify an asset or liability within Level 3 of the fair value hierarchy, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. Because certain securities trade in less liquid or illiquid markets with limited or no pricing information, the determination of fair value for these securities is inherently more difficult. In addition to the unobservable inputs, Level 3 fair value investments may include observable components, which are components that are actively quoted or can be validated to market-based sources. 116 Table of Contents The carrying amounts and estimated fair values of our financial instruments for which the disclosure of fair values is required, including financial assets and liabilities measured and carried at fair value on a recurring basis, with the exception of investment contracts, portions of other long-term investments and debt, which are disclosed later within this footnote, was summarized according to the hierarchy previously described, as follows: December 31, 2023 Level 1 Level 2 Level 3 NAV Fair Value Assets (In millions) Cash and cash equivalents $ 2,767 $ — $ — $ — $ 2,767 Fixed maturity securities, available-for-sale: Asset-backed securities — 7,220 7,122 — 14,342 Commercial mortgage-backed securities — 4,457 18 — 4,475 Corporates 25 15,892 1,979 — 17,896 Hybrids 95 523 — — 618 Municipals — 1,562 49 — 1,611 Residential mortgage-backed securities — 2,426 3 — 2,429 U.S. Government 662 16 — — 678 Foreign Governments — 308 16 — 324 Equity securities 692 — 15 59 766 Preferred securities 214 399 8 — 621 Derivative investments — 740 57 — 797 Investments in unconsolidated affiliates — — 285 — 285 Short term investments 2,111 8 — — 2,119 Reinsurance related embedded derivative, included in other assets — 152 — — 152 Other long-term investments — — 37 — 37 Market risk benefits asset — — 88 — 88 Total financial assets at fair value $ 6,566 $ 33,703 $ 9,677 $ 59 $ 50,005 Liabilities Derivatives: FIA/ IUL embedded derivatives, included in contractholder funds — — 4,258 — 4,258 Market risk benefits liability — — 403 — 403 Derivative instruments - futures contracts 1 — — 1 Total financial liabilities at fair value $ 1 $ — $ 4,661 $ — $ 4,662 117 Table of Contents December 31, 2022 Level 1 Level 2 Level 3 NAV Fair Value Assets (In millions) Cash and cash equivalents $ 2,286 $ — $ — $ — $ 2,286 Fixed maturity securities, available-for-sale: Asset-backed securities — 5,204 6,263 — 11,467 Commercial mortgage-backed securities — 3,026 37 — 3,063 Corporates 40 12,857 1,440 — 14,337 Hybrids 93 638 — — 731 Municipals — 1,431 29 — 1,460 Residential mortgage-backed securities — 1,225 302 — 1,527 U.S. Government 260 11 — — 271 Foreign Governments — 223 16 — 239 Equity securities 621 — 10 47 678 Preferred securities 320 582 1 — 903 Derivative investments — 244 — — 244 Investment in unconsolidated affiliates — — 23 — 23 Reinsurance related embedded derivative, included in other assets — 279 — — 279 Short term investments 2,590 — — — 2,590 Market risk benefits asset — — 117 — 117 Other long-term investments — — 48 — 48 Total financial assets at fair value $ 6,210 $ 25,720 $ 8,286 $ 47 $ 40,263 Liabilities Derivatives: FIA/ IUL embedded derivatives, included in contractholder funds — — 3,115 — 3,115 Market risk benefits liability — — 282 — 282 Total financial liabilities at fair value $ — $ — $ 3,397 $ — $ 3,397 Valuation Methodologies Cash and Cash Equivalents The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value. Fixed Maturity, Preferred and Equity Securities We measure the fair value of our securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity, preferred or equity security, and we will then consistently apply the valuation methodology to measure the security’s fair value. Our fair value measurement is based on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. Sources of inputs to the market approach include third-party pricing services, independent broker quotations, or pricing matrices. We use observable and unobservable inputs in our valuation methodologies. Observable inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. In addition, market indicators and industry and economic events are monitored and further market data will be acquired when certain thresholds are met. For certain security types, additional inputs may be used, or some of the inputs described above may not be applicable. The significant input used in the fair value measurement of equity securities for which the market approach valuation technique is employed is yield for comparable securities. Increases or decreases in the yields would result in lower or higher, respectively, fair value measurements. For broker-quoted only securities, quotes from market makers or broker-dealers are obtained from sources recognized to be market participants. We believe the broker quotes are prices at which trades could be executed based on historical trades executed at broker-quoted or slightly higher prices. We analyze the third-party valuation methodologies and related inputs to perform assessments to determine the appropriate level within the fair value hierarchy. However, we did not adjust prices received from third parties as of December 31, 2023 or December 31, 2022. 118 Table of Contents Certain equity investments are measured using NAV as a practical expedient in determining fair value. Derivative Financial Instruments Our call options, futures contracts, and interest rate swaps can either be exchange traded or over the counter. Exchange traded derivatives typically fall within Level 1 of the fair value hierarchy if there is active trading activity. Two methods are used to value over-the-counter derivatives. When required inputs are available, certain derivatives are valued using valuation pricing models, which represent what we would expect to receive or pay at the balance sheet date if we cancelled or exercised the derivative, or entered into offsetting positions. Valuation models require a variety of inputs, which include the use of market-observable inputs, including interest rate, yield curve volatilities, and other factors. These over-the-counter derivatives are typically classified within Level 2 of the fair value hierarchy as the majority trade in liquid markets, we can verify model inputs and model selection does not involve significant management judgment. When inputs aren’t available for valuation models, certain over-the-counter derivatives are valued using independent broker quotes, which are based on unobservable market data and classified within Level 3. The fair value measurement of the FIA/IUL embedded derivatives included in contractholder funds is determined through a combination of market observable information and significant unobservable inputs using the option budget method. The market observable inputs are the market value of option and treasury rates. The significant unobservable inputs are the budgeted option cost (i.e., the expected cost to purchase call options in future periods to fund the equity indexed linked feature), surrender rates, mortality multiplier and non-performance spread. The mortality multiplier at December 31, 2023 and December 31, 2022 was applied to the 2012 Individual Annuity mortality tables. Increases or decreases in the market value of an option in isolation would result in a higher or lower, respectively, fair value measurement. Increases or decreases in treasury rates, mortality multiplier, surrender rates, or non-performance spread in isolation would result in a lower or higher fair value measurement, respectively. Generally, a change in any one unobservable input would not directly result in a change in any other unobservable input. Also refer to Management's Estimates in Note A - Business and Summary of Significant Accounting Policies regarding certain assumption updates. The fair value of the reinsurance-related embedded derivatives in the funds withheld reinsurance agreements are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities. The fair value of the assets is based on a quoted market price of similar assets (Level 2), and therefore the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2. See Note E - Reinsurance for further discussion on F&G reinsurance agreements. Investments in Unconsolidated affiliates We have elected the fair value option for certain investments in unconsolidated affiliates as we believe this better aligns them with other investments in unconsolidated affiliates that are measured using NAV as a practical expedient in determining fair value. Investments measured using the fair value option are included in Level 3 and the fair value of these investments are determined using a multiple of the affiliates’ EBITDA, which is derived from market analysis of transactions involving comparable companies. The EBITDA used in this calculation is based on the affiliates’ financial information. The inputs are usually considered unobservable, as not all market participants have access to this data. Short-term Investments The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate fair value. Other long-term investments We hold a fund-linked note that provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund. Fair value of the embedded derivative is based on an unobservable input, the NAV of the fund at the balance sheet date. The embedded derivative is similar to a call option on the NAV of the fund with a strike price of zero since Fidelity & Guaranty Life Insurance Company ("FGL Insurance") will not be required to make any additional payments at maturity of the fund-linked note in order to receive the NAV of the fund on the maturity date. A Black-Scholes model determines the NAV of the fund as the fair value of the call option regardless of the values used for the other inputs to the option pricing model. The NAV of the fund is provided by the fund manager at the end of each calendar month and represents the value an investor would receive if it withdrew its investment on the balance sheet date. Therefore, the key unobservable input used in the Black-Scholes model is the value of the fund. As the value of the fund increases or decreases, the fair value of the embedded derivative will increase or decrease. See further discussion on the available-for-sale embedded derivative in Note F Derivative Financial Instruments . The fair value of the credit-linked note is based on a weighted average of a broker quote and a discounted cash flow analysis. The discounted cash flow approach is based on the expected portfolio cash flows and amortization schedule reflecting 119 Table of Contents investment expectations, adjusted for assumptions on the portfolio's default and recovery rates, and the note's discount rate. The fair value of the note is provided by the fund manager at the end of each quarter. Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments carried at fair value as of December 31, 2023 and December 31, 2022, excluding assets and liabilities for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) are as follows: 120 Table of Contents Fair Value at Valuation Technique Unobservable Input(s) Range (Weighted average) December 31, 2023 (in millions) December 31, 2023 Assets Asset-backed securities $ 57 Third-Party Valuation Discount Rate 5.09 % - 6.95 % ( 6.00 %) Corporates 787 Third-Party Valuation Discount Rate 0.00 % - 12.87 % ( 6.91 %) Corporates 8 Discounted Cash Flow Discount Rate 44.00 % - 100.00 % ( 75.20 %) Municipals 32 Third-Party Valuation Discount Rate 6.25 % - 6.25 % ( 6.25 %) Residential mortgage-backed securities 3 Third-Party Valuation Discount Rate 5.46 %- 5.46 % ( 5.46 %) Foreign Governments 16 Third-Party Valuation Discount Rate 6.94 % - 7.68 % ( 7.45 %) Investment in unconsolidated affiliates 285 Market Comparable Company Analysis EBITDA Multiple 4.4 x - 31.8 x ( 23.2 x) Preferred securities 1 Discounted Cash Flow Discount rate 100.00 % Equity securities 7 Discounted Cash Flow Discount rate 11.50 % - 11.50 % ( 11.50 %) Other long-term investments: Available-for-sale embedded derivative 28 Black Scholes Model Market Value of Fund 100.00 % Market risk benefits asset 88 Discounted Cash Flow Mortality 100.00 % - 100.00 % ( 100.00 %) Surrender Rates 0.25 % - 10.00 % ( 5.22 %) Partial Withdrawal Rates — % - 23.26 % ( 2.50 %) Non-Performance Spread 0.38 % - 1.10 % ( 0.96 %) GMWB Utilization 50.00 % - 60.00 % ( 50.81 %) Total financial assets at fair value (a) $ 1,312 Liabilities Derivatives: FIA/ IUL embedded derivatives, included in contractholder funds $ 4,258 Discounted Cash Flow Market Value of Option 0.00 % - 18.93 % ( 2.63 %) Swap rates 3.84 % - 5.26 % ( 4.55 %) Mortality Multiplier 100.00 % - 100.00 % ( 100.00 %) Surrender Rates 0.25 % - 70.00 % ( 6.83 %) Partial Withdrawals 2.00 % - 34.48 % ( 2.74 %) Non-Performance Spread 0.38 % - 1.10 % ( 0.96 %) Option cost 0.07 % - 5.48 % ( 2.38 %) Market risk benefits liability 403 Discounted Cash Flow Mortality 100.00 % - 100.00 % ( 100.00 %) Surrender Rates 0.25 % - 10.00 % ( 5.22 %) Partial Withdrawal Rates — % - 23.26 % ( 2.50 %) Non-Performance Spread 0.38 % - 1.10 % ( 0.96 %) GMWB Utilization 50.00 % - 60.00 % ( 50.81 %) Total financial liabilities at fair value $ 4,661 (a) Excludes $$ 8,365 million of assets for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) 121 Table of Contents Fair Value at Valuation Technique Unobservable Input(s) Range (Weighted average) December 31, 2022 (In millions) December 31, 2022 Assets Asset-backed securities $ 91 Third-Party Valuation Discount Rate 5.23 % - 8.98 % ( 6.07 %) Corporates 796 Third-Party Valuation Discount Rate 4.75 % - 12.45 % ( 7.22 %) Corporates 12 Discounted Cash Flow Discount Rate 44.00 % - 100.00 % ( 77.02 %) Municipals 29 Third-Party Evaluation Discount Rate 7.62 % - 7.62 % ( 7.62 %) Foreign governments 16 Third-Party Evaluation Discount Rate 5.99 % - 6.28 % ( 6.19 %) Investment in unconsolidated affiliates 23 Market Comparable Company Analysis EBITDA multiple 5 x- 5.50 x Preferred Securities 1 Discounted Cash Flow Discount rate 100.00 % Equity securities 4 Discounted Cash Flow Discount Rate 11.10 % - 11.10 % ( 11.10 %) Other long-term investments: Available-for-sale embedded derivative 23 Black Scholes model Market value of fund 100.00 % Market risk benefits asset 117 Discounted Cash Flow Mortality 100.00 % - 100.00 % ( 100.00 %) Surrender Rates 0.25 % - 10.00 % ( 4.69 %) Partial Withdrawal Rates 2.00 % - 21.74 % ( 2.49 %) Non-Performance Spread 0.48 % - 1.44 % ( 1.30 %) GMWB Utilization 50.00 % - 60.00 % ( 50.94 %) Total financial assets at fair value (a) $ 1,112 Liabilities Derivatives: FIA/ IUL embedded derivatives, included in contractholder funds $ 3,115 Discounted cash flow Market value of option 0.00 % - 23.90 % ( 0.87 %) Swap rates 3.88 % - 4.73 % ( 4.31 %) Mortality multiplier 100.00 % - 100.00 % ( 100.00 %) Surrender rates 0.25 % - 70.00 % ( 6.57 %) Partial withdrawals 2.00 % - 29.41 % ( 2.73 %) Non-performance spread 0.48 % - 1.44 % ( 1.30 %) Option cost 0.07 % - 4.97 % ( 1.89 %) Market risk benefits liability 282 Discounted Cash Flow Mortality 100.00 % - 100.00 % ( 100.00 %) Surrender rates 0.25 % - 10.00 % ( 4.69 %) Partial withdrawal rates 2.00 % - 21.74 % ( 2.49 %) Non-performance spread 0.48 % - 1.44 % ( 1.30 %) GMWB utilization 50.00 % - 60.00 % ( 50.94 %) Total financial liabilities at fair value $ 3,397 (a) Excludes $ 7,174 million of assets for which significant quantitative unobservable inputs are not developed internally and not readily available to the Company (primarily those valued using broker quotes and certain third-party pricing services) 122 Table of Contents The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the years ended December 31, 2023 and December 31, 2022, respectively. The gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology. Year ended December 31, 2023 (in millions) Balance at Beginning of Period Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of Level 3 (a) Balance at End of Period Change in Unrealized Incl in OCI Included in Earnings Included in AOCI Assets Fixed maturity securities available-for-sale: Asset-backed securities $ 6,263 $ ( 53 ) $ 186 $ 1,830 $ ( 125 ) $ ( 738 ) $ ( 241 ) $ 7,122 $ 185 Commercial mortgage-backed securities 37 — 2 22 — — ( 43 ) 18 2 Corporates 1,440 ( 2 ) ( 21 ) 654 ( 1 ) ( 94 ) 3 1,979 ( 20 ) Hybrids — — — — — — — — — Municipals 29 — 20 — — — — 49 20 Residential mortgage-backed securities 302 1 7 32 — ( 9 ) ( 330 ) 3 7 Foreign Governments 16 — — — — — — 16 — Investment in unconsolidated affiliates 23 13 — 249 — — — 285 — Short-term — — — 204 ( 19 ) ( 185 ) — — — Derivative instruments — 57 — — — — — 57 — Preferred securities 1 — — — — — 7 8 1 Equity securities 10 1 1 — — — 3 15 — Other long-term assets: Available-for-sale embedded derivative 23 — 4 — — — — 27 4 Credit linked note 15 — — — — ( 5 ) — 10 — Secured borrowing receivable 10 — — — — ( 10 ) — — — Subtotal Level 3 assets at fair value $ 8,169 $ 17 $ 199 $ 2,991 $ ( 145 ) $ ( 1,041 ) $ ( 601 ) $ 9,589 $ 199 Market risk benefits asset $ 117 $ 88 Total Level 3 assets at fair value $ 8,286 $ 9,677 Liabilities FIA/ IUL embedded derivatives, included in contractholder funds 3,115 257 — 1,049 — ( 163 ) — 4,258 — Subtotal Level 3 liabilities at fair value $ 3,115 $ 257 $ — $ 1,049 $ — $ ( 163 ) $ — $ 4,258 $ — Market Risk benefits liability $ 282 $ 403 Total Level 3 liabilities at fair value $ 3,397 $ 4,661 123 Table of Contents Year ended December 31, 2022 Balance at Beginning of Period Total Gains (Losses) Purchases Sales Settlements Net transfer In (Out) of Level 3 (a) Balance at End of Period Change in Unrealized Incl in OCI Included in Earnings Included in AOCI Assets Fixed maturity securities available-for-sale: Asset-backed securities $ 3,959 $ ( 6 ) $ ( 393 ) $ 3,269 $ ( 39 ) $ ( 541 ) $ 14 $ 6,263 $ ( 426 ) Commercial mortgage-backed securities 35 — ( 5 ) — — — 7 37 ( 4 ) Corporates 1,135 1 ( 187 ) 714 ( 20 ) ( 215 ) 12 1,440 ( 188 ) Hybrids — — — — — — — — — Municipals 43 — ( 14 ) — — — — 29 ( 13 ) Residential mortgage-backed securities — — — 316 — — ( 14 ) 302 — Foreign Governments 18 — ( 2 ) — — — — 16 ( 1 ) Investment in unconsolidated affiliates 21 — 2 — — — — 23 2 Short-term 321 — ( 1 ) 20 — — ( 340 ) — ( 1 ) Preferred securities 2 — ( 1 ) — — — — 1 ( 1 ) Equity securities 9 — — 2 ( 1 ) — — 10 — Other long-term assets: Available-for-sale embedded derivative 34 ( 11 ) — — — — — 23 — Secured borrowing receivable — — — — — — 10 10 — Credit linked note 23 ( 1 ) ( 1 ) — ( 2 ) ( 4 ) — 15 — Subtotal Level 3 assets at fair value $ 5,600 $ ( 17 ) $ ( 602 ) $ 4,321 $ ( 62 ) $ ( 760 ) $ ( 311 ) $ 8,169 $ ( 632 ) Market risk benefits asset $ 41 $ 117 Total Level 3 assets at fair value $ 5,641 $ 8,286 Liabilities FIA embedded derivatives, included in contractholder funds 3,883 ( 1,382 ) — 768 — ( 154 ) — 3,115 — Subtotal Total liabilities at Level 3 fair value $ 3,883 $ ( 1,382 ) $ — $ 768 $ — $ ( 154 ) $ — $ 3,115 $ — Market risk benefits liability $ 469 $ 282 Total Level 3 liabilities at fair value $ 4,352 $ 3,397 ( a) The net transfers out of Level 3 during the year ended December 31, 2022, were to Level 2. Valuation Methodologies and Associated Inputs for Financial Instruments Not Carried at Fair Value The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments not carried at fair value. Considerable judgment is required to develop these assumptions used to measure fair value. Accordingly, the estimates shown are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments. Mortgage Loans The fair value of mortgage loans is established using a discounted cash flow method based on internal credit rating, maturity and future income. This yield-based approach is sourced from our third-party vendor. The internal ratings for mortgages in good standing are based on property type, location, market conditions, occupancy, debt service coverage, loan-to-value, quality of tenancy, borrower, and payment record. The inputs used to measure the fair value of our mortgage loans are classified as Level 3 within the fair value hierarchy. 124 Table of Contents Investments in Unconsolidated affiliates In our F&G segment, the fair value of Investments in unconsolidated affiliates is determined using NAV as a practical expedient and are included in the NAV column in the table below. In our Title segment, Investments in unconsolidated affiliates are accounted for under the equity method of accounting. In our Title segment, Investments in unconsolidated affiliates were $ 263 million and $ 187 million as of December 31, 2023 and December 31, 2022, respectively. Policy Loans (included within Other long-term investments) Fair values for policy loans are estimated from a discounted cash flow analysis, using interest rates currently being offered for loans with similar credit risk. Loans with similar characteristics are aggregated for purposes of the calculations, policy loans are classified as Level 3 in the fair value hierarchy. Company Owned Life Insurance Company owned life insurance ("COLI") is a life insurance program used to finance certain employee benefit expenses. The fair value of COLI is based on net realizable value, which is generally cash surrender value. COLI is classified as Level 3 within the fair value hierarchy. Other Invested Assets (included within Other long-term investments) The fair value of the bank loan is estimated using a discounted cash flow method with the discount rate based on weighted average cost of capital ("WACC"). This yield-based approach is sourced from a third-party vendor and the WACC establishes a market participant discount rate by determining the hypothetical capital structure for the asset should it be underwritten as of each period end. Other invested assets are classified as Level 3 within the fair value hierarchy. Investment Contracts Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed IULs, funding agreements, PRT solutions and immediate annuity contracts without life contingencies. The FIA/IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value. The fair value of the FIA, fixed rate annuity and IUL contracts is based on their cash surrender value (i.e., the cost the Company would incur to extinguish the liability) as these contracts are generally issued without an annuitization date. The fair value of funding agreements and PRT and immediate annuity contracts without life contingencies is derived by calculating a new fair value interest rate using the updated yield curve and treasury spreads as of the respective reporting date. The Company is not required to, and has not, estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosures of fair value. Other Federal Home Loan Bank of Atlanta ("FHLB") common stock, Accounts receivable and Notes receivable are carried at cost, which approximates fair value. The carrying amount of FHLB common stock represents the value it can be sold back to the FHLB and is classified as Level 2 within the hierarchy. Accounts receivable and Notes receivable are classified as Level 3 within the fair value hierarchy. Debt The fair value of debt is based on quoted market prices. The inputs used to measure the fair value of our outstanding debt are classified as Level 2 within the fair value hierarchy. The carrying value of the F&G Credit Facility at December 31, 2023, approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms. As such, the fair value of the revolving credit facility was classified as a Level 2 measurement. 125 Table of Contents The following tables provide the carrying value and estimated fair value of our financial instruments that are carried on the accompanying Consolidated Balance Sheets at amounts other than fair value, summarized according to the fair value hierarchy previously described. December 31, 2023 (in millions) Level 1 Level 2 Level 3 NAV Total Estimated Fair Value Carrying Amount Assets FHLB common stock $ — $ 138 $ — $ — $ 138 $ 138 Commercial mortgage loans — — 2,253 — 2,253 2,538 Residential mortgage loans — — 2,545 — 2,545 2,798 Investments in unconsolidated affiliates — — 7 2,779 2,786 2,786 Policy loans — — 71 — 71 71 Other invested assets 17 — — 42 59 59 Company-owned life insurance — — 397 — 397 397 Trade and notes receivables, net of allowance — — 442 — 442 442 Total $ 17 $ 138 $ 5,715 $ 2,821 $ 8,691 $ 9,229 Liabilities Investment contracts, included in contractholder funds $ — $ — $ 40,229 $ — $ 40,229 $ 44,540 Debt — 3,568 — — 3,568 3,887 Total $ — $ 3,568 $ 40,229 $ — $ 43,797 $ 48,427 December 31, 2022 (in millions) Level 1 Level 2 Level 3 NAV Total Estimated Fair Value Carrying Amount Assets FHLB common stock $ — $ 99 $ — $ — $ 99 $ 99 Commercial mortgage loans — — 2,083 — 2,083 2,406 Residential mortgage loans — — 1,892 — 1,892 2,148 Investments in unconsolidated affiliates — — 5 2,427 2,432 2,432 Policy loans — — 52 — 52 52 Other invested assets 93 — 16 — 109 109 Company-owned life insurance — — 363 — 363 363 Trade and notes receivables, net of allowance — — 467 — 467 467 Total $ 93 $ 99 $ 4,878 $ 2,427 $ 7,497 $ 8,076 Liabilities Investment contracts, included in contractholder funds $ — $ — $ 34,464 $ — $ 34,464 $ 38,412 Debt — 2,776 — — 2,776 3,238 Total $ — $ 2,776 $ 34,464 $ — $ 37,240 $ 41,650 For investments for which NAV is used, we do not have any significant restrictions in our ability to liquidate our positions in these investments, other than obtaining general partner approval, nor do we believe it is probable a price less than NAV would be received in the event of a liquidation. We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3, or between other levels, at the beginning fair value for the reporting period in which the changes occur. The transfers into and out of Level 3 were related to changes in the primary pricing source and changes in the observability of external information used in determining the fair value. 126 Table of Contents Note E — Investments Our investments in fixed maturity securities have been designated as AFS, and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within AOCI, net of deferred income taxes. Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net earnings. Our consolidated investments are summarized as follows : December 31, 2023 Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities (In millions) Asset-backed securities $ 14,631 $ ( 11 ) $ 191 $ ( 469 ) $ 14,342 Commercial mortgage-backed securities 4,797 ( 22 ) 23 ( 323 ) 4,475 Corporates 20,133 ( 6 ) 186 ( 2,417 ) 17,896 Hybrids 668 — 3 ( 53 ) 618 Municipals 1,826 — 14 ( 229 ) 1,611 Residential mortgage-backed securities 2,507 ( 3 ) 29 ( 104 ) 2,429 U.S. Government 679 — 8 ( 9 ) 678 Foreign Governments 365 — 3 ( 44 ) 324 Total available-for-sale securities $ 45,606 $ ( 42 ) $ 457 $ ( 3,648 ) $ 42,373 December 31, 2022 Amortized Cost Allowance for Expected Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities (In millions) Asset-backed securities $ 12,209 $ ( 8 ) $ 36 $ ( 770 ) $ 11,467 Commercial mortgage-backed/asset-backed securities 3,337 ( 1 ) 11 ( 284 ) 3,063 Corporates 17,396 ( 22 ) 32 ( 3,069 ) 14,337 Hybrids 806 — 9 ( 84 ) 731 Municipals 1,749 — 4 ( 293 ) 1,460 Residential mortgage-backed securities 1,638 ( 8 ) 6 ( 109 ) 1,527 U.S. Government 287 — — ( 16 ) 271 Foreign Governments 286 — — ( 47 ) 239 Total available-for-sale securities $ 37,708 $ ( 39 ) $ 98 $ ( 4,672 ) $ 33,095 Securities held on deposit with various state regulatory authorities had a fair value of $ 141 million and $ 17,870 million at December 31, 2023 and December 31, 2022, respectively. The decrease in securities held on deposit with various state regulatory authorities during the year ended December 31, 2023, is primarily attributable to revisions to regulatory requirements in the state of Iowa. As of December 31, 2023 and December 31, 2022, we held $ 47 million and $ 27 million of investments that were non-income producing for a period greater than twelve months, respectively. As of December 31, 2023 and December 31, 2022, the Company's accrued interest receivable balance was $ 481 million and $ 365 million, respectively. Accrued interest receivable is classified within Prepaid expenses and other assets within the Consolidated Balance Sheets. In accordance with our FHLB agreements, the investments supporting the funding agreement liabilities are pledged as collateral to secure the FHLB funding agreement liabilities and are not available to the Company for general purposes. The collateral investments had a fair value of $ 4,345 million and $ 3,387 million at December 31, 2023 and December 31, 2022, respectively. 127 Table of Contents The amortized cost and fair value of fixed maturity securities by contractual maturities, as applicable, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. December 31, 2023 December 31, 2022 (in millions) (in millions) Amortized Cost Fair Value Amortized Cost Fair Value Corporates, Non-structured Hybrids, Municipal and Government securities: Due in one year or less $ 703 $ 687 $ 536 $ 527 Due after one year through five years 4,320 4,209 3,288 3,089 Due after five years through ten years 3,195 3,048 2,171 1,939 Due after ten years 15,453 13,183 14,503 11,457 23,671 21,127 20,498 17,012 Other securities, which provide for periodic payments: Asset-backed securities 14,631 14,342 12,209 11,467 Commercial mortgage-backed securities 4,797 4,475 3,337 3,063 Structured hybrids — — 26 26 Residential mortgage-backed securities 2,507 2,429 1,638 1,527 21,935 21,246 17,210 16,083 Total fixed maturity available-for-sale securities $ 45,606 $ 42,373 $ 37,708 $ 33,095 Allowance for Current Expected Credit Loss We regularly review AFS securities for declines in fair value that we determine to be credit related. For our fixed maturity securities, we generally consider the following in determining whether our unrealized losses are credit related, and if so, the magnitude of the credit loss: • The extent to which the fair value is less than the amortized cost basis; • The reasons for the decline in value (credit event, currency or interest-rate related, including general credit spread widening); • The financial condition of and near-term prospects of the issuer (including issuer's current credit rating and the probability of full recovery of principal based upon the issuer's financial strength); • Current delinquencies and nonperforming assets of underlying collateral; • Expected future default rates; • Collateral value by vintage, geographic region, industry concentration or property type; • Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and • Contractual and regulatory cash obligations and the issuer's plans to meet such obligations. We recognize an allowance for current expected credit losses on fixed maturity securities in an unrealized loss position when it is determined, using the factors discussed above, a component of the unrealized loss is related to credit. We measure the credit loss using a discounted cash flow model that utilizes the single best estimate cash flow and the recognized credit loss is limited to the total unrealized loss on the security (i.e. the fair value floor). Cash flows are discounted using the implicit yield of bonds at their time of purchase and the current book yield for asset and mortgage backed securities as well as variable rate securities. We recognize the expected credit losses in Recognized gains and losses, net in the Consolidated Statements of Earnings, with an offset for the amount of non-credit impairments recognized in AOCI. We do not measure a credit loss allowance on accrued investment income because we write-off accrued interest through Interest and investment income when collectability concerns arise. We consider the following in determining whether write-offs of a security’s amortized cost is necessary: • We believe amounts related to securities have become uncollectible; or • We intend to sell a security; or • It is more likely than not that we will be required to sell a security prior to recovery. 128 Table of Contents If we intend to sell a fixed maturity security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis and the fair value of the security is below amortized cost, we will write down the security to current fair value, with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. If we do not intend to sell a fixed maturity security or it is more likely than not that we will not be required to sell a fixed maturity security before recovery of its amortized cost basis but believe amounts related to a security are uncollectible , an impairment is deemed to have occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. The remainder of unrealized loss is held in AOCI. As of December 31, 2023 and 2022, our allowance for expected credit losses for AFS securities was $ 42 million and $ 39 million, respectively. The fair value and gross unrealized losses of available-for-sale securities, excluding securities in an unrealized loss position with an allowance for expected credit loss, aggregated by investment category and duration of fair value below amortized cost were as follows: December 31, 2023 Less than 12 months 12 months or longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Available-for-sale securities (Dollars in millions) Asset-backed securities $ 1,707 $ ( 56 ) $ 5,835 $ ( 404 ) $ 7,542 $ ( 460 ) Commercial mortgage-backed securities 819 ( 53 ) 1,922 ( 235 ) 2,741 ( 288 ) Corporates 2,387 ( 134 ) 10,739 ( 2,283 ) 13,126 ( 2,417 ) Hybrids 60 ( 2 ) 483 ( 51 ) 543 ( 53 ) Municipals 399 ( 49 ) 920 ( 179 ) 1,319 ( 228 ) Residential mortgage-backed securities 336 ( 5 ) 662 ( 89 ) 998 ( 94 ) U.S. Government 84 — 159 ( 9 ) 243 ( 9 ) Foreign Government 49 ( 3 ) 188 ( 41 ) 237 ( 44 ) Total available-for-sale securities $ 5,841 $ ( 302 ) $ 20,908 $ ( 3,291 ) $ 26,749 $ ( 3,593 ) Total number of available-for-sale securities in an unrealized loss position less than twelve months 1,035 Total number of available-for-sale securities in an unrealized loss position twelve months or longer 2,846 Total number of available-for-sale securities in an unrealized loss position 3,881 December 31, 2022 Less than 12 months 12 months or longer Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Available-for-sale securities Asset-backed securities $ 7,001 $ ( 410 ) $ 3,727 $ ( 360 ) $ 10,728 $ ( 770 ) Commercial mortgage-backed securities 2,079 ( 169 ) 475 ( 116 ) 2,554 ( 285 ) Corporates 9,913 ( 1,735 ) 3,523 ( 1,330 ) 13,436 ( 3,065 ) Hybrids 628 ( 83 ) 3 ( 1 ) 631 ( 84 ) Municipals 998 ( 180 ) 352 ( 113 ) 1,350 ( 293 ) Residential mortgage-backed securities 992 ( 51 ) 184 ( 22 ) 1,176 ( 73 ) U.S. Government 130 ( 7 ) 140 ( 8 ) 270 ( 15 ) Foreign Government 119 ( 32 ) 59 ( 14 ) 178 ( 46 ) Total available-for-sale securities $ 21,860 $ ( 2,667 ) $ 8,463 $ ( 1,964 ) $ 30,323 $ ( 4,631 ) Total number of available-for-sale securities in an unrealized loss position less than twelve months 3,114 Total number of available-for-sale securities in an unrealized loss position twelve months or longer 1,296 Total number of available-for-sale securities in an unrealized loss position 4,410 129 Table of Contents We determined the unrealized losses were caused by higher treasury rates compared to those at the time of the F&G acquisition or the purchase of the security if later. For securities in an unrealized loss position as of December 31, 2023, our allowance for expected credit loss was $ 42 million. We believe that the unrealized loss position for which we have not recorded an allowance for expected credit loss as of December 31, 2023, was primarily attributable to interest rate increases, near-term illiquidity, and other macroeconomic uncertainties as opposed to issuer specific credit concerns. Mortgage Loans Our mortgage loans are collateralized by commercial and residential properties. Commercial Mortgage Loans CMLs represented approximately 6 % of our total investments at December 31, 2023 and December 31, 2022. The mortgage loans in our investment portfolio, are generally comprised of high quality commercial first lien and mezzanine real estate loans. Mortgage loans are primarily on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk. We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a consistent and acceptable level to secure the related debt. The distribution of CMLs, gross of valuation allowances, by property type and geographic region is reflected in the following tables: December 31, 2023 December 31, 2022 Amortized Cost % of Total Amortized Cost % of Total Property Type: (Dollars in millions) Hotel $ 18 1 % $ 18 1 % Industrial 616 24 % 520 22 % Mixed Use 11 — % 12 1 % Multifamily 1,012 40 % 1,013 42 % Office 316 13 % 330 14 % Retail 102 4 % 105 4 % Student Housing 83 3 % 83 3 % Other 392 15 % 335 13 % Total commercial mortgage loans, gross of valuation allowance $ 2,550 100 % $ 2,416 100 % Allowance for expected credit loss ( 12 ) ( 10 ) Total commercial mortgage loans, net of valuation allowance $ 2,538 $ 2,406 U.S. Region: East North Central $ 151 6 % $ 151 6 % East South Central 75 3 % 76 3 % Middle Atlantic 354 14 % 326 13 % Mountain 352 14 % 355 15 % New England 168 6 % 158 7 % Pacific 766 30 % 708 28 % South Atlantic 563 22 % 521 22 % West North Central 4 — % 4 1 % West South Central 117 5 % 117 5 % Total commercial mortgage loans, gross of valuation allowance $ 2,550 100 % $ 2,416 100 % Allowance for expected credit loss ( 12 ) ( 10 ) Total commercial mortgage loans, net of valuation allowance $ 2,538 $ 2,406 130 Table of Contents CMLs segregated by aging of loans and charge offs (by year of origination) were as follows for the year ended December 31, 2023: December 31, 2023 Amortized Cost by Origination Year 2023 2022 2021 2020 2019 Prior Total (In millions) Current (less than 30 days past due) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528 30-89 days past due — — — — — — — 90 days or more past due — — — — — — — Total commercial mortgage loans (a) $ 213 $ 288 $ 1256 $ 512 $ — $ 259 $ 2,528 Charge offs $ — $ — $ — $ — $ — $ 3 $ 3 (a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million at December 31, 2023. CMLs segregated by aging of loans (by year of origination) were as follows for the year ended December 31, 2022: December 31, 2022 Amortized Cost by Origination Year 2022 2021 2020 2019 2018 Prior Total (In millions) Current (less than 30 days past due) $ 341 $ 1,300 $ 488 $ — $ — $ 269 $ 2,398 30-89 days past due — — — — — — — 90 days or more past due — — — — — 9 9 Total commercial mortgage loans(a) $ 341 $ 1,300 $ 488 $ — $ — $ 278 $ 2,407 (a) Excludes loans under development with an amortized cost and estimated fair value of $ 9 million at December 31, 2022. LTV and DSC ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio is expressed as a percentage of the amount of the loan relative to the value of the underlying property. A LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.00 indicates that a property’s operations do not generate sufficient income to cover debt payments. We normalize our DSC ratios to a 25 -year amortization period for purposes of our general loan allowance evaluation. The following tables presents the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios, gross of valuation allowances : Debt-Service Coverage Ratios Total Amount % of Total Estimated Fair Value % of Total >1.25 1.00 - 1.25 <1.00 December 31, 2023 (Dollars in millions) LTV Ratios: Less than 50.00% $ 519 $ 4 $ 10 $ 533 21 % $ 510 23 % 50.00% to 59.99% 764 — — 764 30 % 679 30 % 60.00% to 74.99% 1,160 56 — 1,216 48 % 1,028 46 % 75.00% to 84.99% — 6 9 15 1 % 14 1 % Commercial mortgage loans (a) $ 2,443 $ 66 $ 19 $ 2,528 100 % $ 2,231 100 % December 31, 2022 LTV Ratios: Less than 50.00% $ 511 $ 4 $ 11 $ 526 22 % $ 490 24 % 50.00% to 59.99% 706 — — 706 29 % 615 30 % 60.00% to 74.99% 1,154 3 — 1,157 48 % 955 45 % 75.00% to 84.99% — — 18 18 1 % 14 1 % Commercial mortgage loans $ 2,371 $ 7 $ 29 $ 2,407 100 % $ 2,074 100 % (a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million and $ 9 million at December 31, 2023 and 2022, respectively. 131 Table of Contents December 31, 2023 Amortized Cost by Origination Year 2023 2022 2021 2020 2019 Prior Total LTV (In millions) Less than 50.00% $ 85 $ 17 $ 77 $ 232 $ — $ 122 $ 533 50.00% to 59.99% 53 149 267 158 — 137 764 60.00% to 74.99% 69 113 912 122 — — 1,216 75.00% to 84.99% 6 9 — — — — 15 Total commercial mortgage loans (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 2,528 DSCR Greater than 1.25x $ 154 $ 276 $ 1,256 $ 512 $ — $ 245 $ 2,443 1.00x - 1.25x 59 3 — — — 4 66 Less than 1.00x — 9 — — — 10 19 Total commercial mortgage loans (a) $ 213 $ 288 $ 1,256 $ 512 $ — $ 259 $ 2,528 December 31, 2022 Amortized Cost by Origination Year 2022 2021 2020 2019 2018 Prior Total LTV (In millions) Less than 50.00% $ 70 $ 120 $ 207 $ — $ — $ 129 $ 526 50.00% to 59.99% 149 268 158 — — 131 706 60.00% to 74.99% 113 912 123 — — 9 1,157 75.00% to 84.99% 9 — — — — 9 18 Total commercial mortgage loans (a) $ 341 $ 1,300 $ 488 $ — $ — $ 278 $ 2,407 DSCR Greater than 1.25x $ 329 $ 1,300 $ 488 $ — $ — $ 254 $ 2,371 1.00x - 1.25x 3 — — — — 4 7 Less than 1.00x 9 — — — — 20 29 Total commercial mortgage loans (a) $ 341 $ 1,300 $ 488 $ — $ — $ 278 $ 2,407 (a) Excludes loans under development with an amortized cost and estimated fair value of $ 22 million for December 31, 2023, and an amortized cost and estimated fair value of $ 9 million for December 31, 2022. We recognize mortgage loans as delinquent when payments on the loan are greater than 30 days past due. At December 31, 2023 and December 31, 2022, we had no CMLs that were delinquent in principal or interest payments as shown in the risk rating exposure table below. Residential Mortgage Loans RMLs represented approximately 7 % and 5 % of our total investments at December 31, 2023 and December 31, 2022, respectively. Our residential mortgage loans are closed end, amortizing loans and 100 % of the properties are located in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables, gross of valuation allowances: December 31, 2023 U.S. State: Amortized Cost (In millions) % of Total Florida $ 163 6 % New York 129 5 % Texas 129 5 % All Other States (1) 2,431 85 % Total residential mortgage loans, gross of valuation allowance $ 2,852 100 % Allowance for expected credit loss ( 54 ) Total residential mortgage loans, net of valuation allowance $ 2,798 (1) The individual concentration of each state is equal to or less than to 5%. 132 Table of Contents December 31, 2022 U.S. State: Amortized Cost (In millions) % of Total Florida $ 324 15 % Texas 215 10 % New Jersey 172 8 % Pennsylvania 153 7 % California 139 6 % New York 138 6 % Georgia 125 6 % All other states (a) 914 42 % Total residential mortgage loans, gross of valuation allowance $ 2,180 100 % Allowance for expected credit loss ( 32 ) Total residential mortgage loans, net of valuation allowance $ 2,148 (1) The individual concentration of each state is less than 5%. RMLs have a primary credit quality indicator of either a performing or nonperforming loan. We define non-performing RMLs as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly. The credit quality of RMLs was as follows: December 31, 2023 December 31, 2022 Performance indicators: Amortized Cost % of Total Amortized Cost % of Total (Dollars in millions) Performing $ 2,795 98 % $ 2,118 97 % Non-performing 57 2 % 62 3 % Total residential mortgage loans, gross of valuation allowance $ 2,852 100 % $ 2,180 100 % Allowance for expected loan loss ( 54 ) — ( 32 ) — Total residential mortgage loans, net of valuation allowance $ 2,798 100 % $ 2,148 100 % 133 Table of Contents There were no charge offs recorded on RMLs during the year ended December 31, 2023 . RMLs segregated by aging of the loans (by year of origination) as of December 31, 2023 and 2022 were as follows, gross of valuation allowances (in millions): December 31, 2023 Amortized Cost by Origination Year 2023 2022 2021 2020 2019 Prior Total Residential mortgages (In millions) Current (less than 30 days past due) $ 373 $ 985 $ 854 $ 192 $ 183 $ 192 $ 2,779 30-89 days past due — 4 7 3 — 2 16 90 days or more past due — 6 16 13 21 1 57 Total residential mortgages $ 373 $ 995 $ 877 $ 208 $ 204 $ 195 $ 2,852 December 31, 2022 Amortized Cost by Origination Year 2022 2021 2020 2019 2018 Prior Total Residential mortgages (In millions) Current (less than 30 days past due) $ 766 $ 884 $ 214 $ 185 $ 23 $ 33 $ 2,105 30-89 days past due 2 7 — 4 — — 13 90 days or more past due 3 9 15 34 1 — 62 Total residential mortgages $ 771 $ 900 $ 229 $ 223 $ 24 $ 33 $ 2,180 The amortized cost of non-accrual loans as of December 31, 2023 and 2022 were as follows: Amortized cost of loans on non-accrual December 31, 2023 December 31, 2022 (In millions) Residential mortgage $ 57 $ 62 Commercial mortgage — 9 Total non-accrual mortgages $ 57 $ 71 Immaterial interest income was recognized on non-accrual financing receivables for the years ended December 31, 2023 and December 31, 2022. It is our policy to cease to accrue interest on loans that are 90 days or more delinquent. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes 90 days or more delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place. As of December 31, 2023 and December 31, 2022, we had $ 57 million and $ 71 million, respectively, of mortgage loans that were over 90 days past due, of which $ 41 million and $ 38 million was in the process of foreclosure as of December 31, 2023 and December 31, 2022, respectively. Allowance for Expected Credit Loss We estimate expected credit losses for our CML and RML portfolios using a probability of default/loss given default model. Significant inputs to this model include, where applicable, the loans' current performance, underlying collateral type, location, contractual life, LTV, DSC and Debt to Income or FICO. The model projects losses using a two year reasonable and supportable forecast and then reverts over a three year period to market-wide historical loss experience. Changes in our allowance for expected credit losses on mortgage loans are recognized in Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. The allowances for our mortgage loan portfolio is summarized as follows (in millions): Year ended December 31, 2023 Year ended December 31, 2022 Residential Mortgage Commercial Mortgage Total Residential Mortgage Commercial Mortgage Total Beginning Balance $ 32 $ 10 $ 42 $ 25 $ 6 $ 31 Provision for loan losses 22 5 27 7 4 11 Ending Balance $ 54 $ 12 $ 66 $ 32 $ 10 $ 42 134 Table of Contents Year ended December 31, 2021 Residential Mortgage Commercial Mortgage Total Beginning Balance 37 2 39 Provision for loan losses ( 12 ) 4 ( 8 ) Ending Balance $ 25 $ 6 $ 31 An allowance for expected credit loss is not measured on accrued interest income for CMLs as we have a process to write-off interest on loans that enter into non-accrual status (90 days or more past due). Allowances for expected credit losses are measured on accrued interest income for RMLs and were immaterial as of December 31, 2023 and December 31, 2022. Interest and Investment Income The major sources of Interest and investment income reported on the accompanying Consolidated Statements of Earnings were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (In millions) Fixed maturity securities, available-for-sale $ 1,911 $ 1,489 $ 1,267 Equity securities 33 31 23 Preferred securities 52 67 63 Mortgage loans 229 186 131 Invested cash and short-term investments 151 61 7 Limited partnerships 231 110 589 Tax deferred property exchange income 166 103 16 Other investments 91 41 32 Gross investment income 2,864 2,088 2,128 Investment expense ( 257 ) ( 197 ) ( 167 ) Interest and investment income $ 2,607 $ 1,891 $ 1,961 The Company’s Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Interest and Investment Income attributable to these agreements, and thus excluded from the totals in the table above, was $ 339 million, $ 109 million, and $ 53 million for the years ended December 31, 2023, 2022, and 2021, respectively. 135 Table of Contents Recognized Gains and Losses, net Details underlying Recognized gains and losses, net reported on the accompanying Consolidated Statements of Earnings were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (In millions) Net realized (losses) gains on fixed maturity available-for-sale securities $ ( 155 ) $ ( 253 ) $ 111 Net realized/unrealized (losses) gains on equity securities (1) 23 ( 386 ) ( 434 ) Net realized/unrealized (losses) gains on preferred securities (2) ( 1 ) ( 230 ) ( 14 ) Realized (losses) gains on other invested assets ( 25 ) ( 68 ) 8 Change in allowance for expected credit losses ( 36 ) ( 41 ) 8 Derivatives and embedded derivatives: Realized (losses) gains on certain derivative instruments ( 211 ) ( 164 ) 456 Unrealized (losses) gains on certain derivative instruments 358 ( 693 ) 159 Change in fair value of reinsurance related embedded derivatives ( 128 ) 352 34 Change in fair value of other derivatives and embedded derivatives 11 ( 10 ) 6 Realized (losses) gains on derivatives and embedded derivatives 30 ( 515 ) 655 Recognized gains and losses, net $ ( 164 ) $ ( 1,493 ) $ 334 (1) Includes net valuation (losses) gains of $ 47 million, $( 387 ) million and $( 436 ) million for the years ended December 31, 2023, 2022, and 2021, respectively. (2) Includes net valuation losses of $ 80 million, $ 198 million, and $ 14 million for the years ended December 31, 2023, 2022 and 2021, respectively. Recognized gains and losses is shown net of amounts attributable to certain funds withheld reinsurance agreements which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains and losses attributable to these agreements, and thus excluded from the totals in the table above, was $( 123 ) million, $ 381 million and $ 15 million for the years ended December 31, 2023, 2022 and 2021, respectively. The proceeds from the sale of fixed-maturity securities and the gross gains and losses associated with those transactions were as follows (in millions): Year ended December 31, 2023 December 31, 2022 December 31, 2021 Proceeds $ 2,698 $ 3,264 $ 4,749 Gross gains 18 14 158 Gross losses ( 145 ) ( 252 ) ( 49 ) Unconsolidated Variable Interest Entities The Company owns investments in VIEs that are not consolidated within our financial statements. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support, where investors lack certain characteristics of a controlling financial interest, or where the entity is structured with non-substantive voting rights. VIEs are consolidated by their ‘primary beneficiary’, a designation given to an entity that receives both the benefits from the VIE as well as the substantive power to make its key economic decisions. While the Company participates in the benefits from VIEs in which it invests, but does not consolidate, the substantive power to make the key economic decisions for each respective VIE resides with entities not under common control with the Company. It is for this reason that the Company is not considered the primary beneficiary for the VIE investments that are not consolidated. We invest in various limited partnerships and limited liability companies primarily as a passive investor. These investments are primarily in credit funds with a bias towards current income, real assets, or private equity. Limited partnership and limited liability company interests are accounted for under the equity method and are included in Investments in unconsolidated affiliates on our Consolidated Balance Sheets. In addition, we invest in structured investments that may be VIEs, but for which we are not the primary beneficiary. These structured investments typically invest in fixed income investments and are managed 136 Table of Contents by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our Consolidated Balance Sheets. Our maximum loss exposure with respect to these VIEs is limited to the investment carrying amounts reported in our Consolidated Balance Sheets for limited partnerships and the amortized costs of certain of our fixed maturity securities, in addition to any required unfunded commitments (also refer to Note H Commitments and Contingencies ). The following table summarizes the carrying value and the maximum loss exposure of our unconsolidated VIEs: December 31, 2023 December 31, 2022 Carrying Value Maximum Loss Exposure Carrying Value Maximum Loss Exposure (In millions) Investments in unconsolidated affiliates $ 3,071 $ 4,806 $ 2,427 $ 4,030 Fixed maturity securities 20,837 22,346 15,680 17,404 Total unconsolidated VIE investments $ 23,908 $ 27,152 $ 18,107 $ 21,434 Concentrations Our underlying investment concentrations that exceed 10% of shareholders equity are as follows: December 31, 2023 December 31, 2022 (In millions) Blackstone Wave Asset Holdco (1) $ 725 $ 741 __________________ (1) Represents a special purpose vehicle that holds investments in numerous limited partnership investments whose underlying investments are further diversified by holding interest in multiple individual investments and industries. 137 Table of Contents Note F — Derivative Financial Instruments The carrying amounts of derivative instruments, including derivative instruments embedded in FIA and IUL contracts, and reinsurance is as follows: December 31, 2023 December 31, 2022 Assets: (In millions) Derivative investments: Call options $ 739 $ 244 Interest rate swaps 57 — Foreign currency forward 1 — Other long-term investments: Other embedded derivatives 28 23 Prepaid expenses and other assets: Reinsurance related embedded derivatives 152 279 $ 977 $ 546 Liabilities: Contractholder funds: FIA/ IUL embedded derivatives $ 4,258 $ 3,115 $ 4,258 $ 3,115 The change in fair value of derivative instruments included within Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings is as follows: Year ended December 31, 2023 2022 2021 Net investment gains (losses): (In millions) Call options $ 92 $ ( 862 ) $ 597 Interest rate swaps 48 — — Futures contracts 9 ( 7 ) 8 Foreign currency forwards ( 2 ) 12 10 Other derivatives and embedded derivatives 5 ( 10 ) 5 Reinsurance related embedded derivatives ( 128 ) 352 34 Total net investment gains (losses) $ 24 $ ( 515 ) $ 654 Benefits and other changes in policy reserves: FIA/ IUL embedded derivatives increase (decrease) $ 1,143 $ ( 768 ) $ 479 Additional Disclosures FIA/IUL Embedded Derivative, Call Options and Futures We have FIA and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, primarily the S&P 500 Index. This feature represents an embedded derivative under GAAP. The FIA/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in the accompanying Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in the Consolidated Statements of Earnings. See a description of the fair value methodology used in Note D Fair Value of Financial Instruments . We purchase derivatives consisting of a combination of call options and futures contracts (specifically for FIA contracts) on the applicable market indices to fund the index credits due to FIA/IUL contractholders. The call options are one , two , three , and five year options purchased to match the funding requirements of the underlying policies. On the respective anniversary dates of the indexed policies, the index used to compute the interest credit is reset and we purchase new call options to fund the next index credit. We manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to 138 Table of Contents change caps, spreads or participation rates, subject to guaranteed minimums, on each contract’s anniversary date. The change in the fair value of the call options and futures contracts is generally designed to offset the portion of the change in the fair value of the FIA/IUL embedded derivatives related to index performance through the current credit period. The call options and futures contracts are marked to fair value with the change in fair value included as a component of Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings. The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instrument term or upon early termination and the changes in fair value of open positions. Other market exposures are hedged periodically depending on market conditions and our risk tolerance. Our FIA/IUL hedging strategy economically hedges the equity returns and exposes us to the risk that unhedged market exposures result in divergence between changes in the fair value of the liabilities and the hedging assets. We use a variety of techniques, including direct estimation of market sensitivities, to monitor this risk daily. We intend to continue to adjust the hedging strategy as market conditions and our risk tolerance changes. Interest Rate Swaps We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments. With an interest rate swap, we agree with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed upon notional principal at specified intervals. The interest rate swaps are marked to fair value with the change in fair value, including accrued interest and related periodic cash flows received or paid, included as a component of Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings. Reinsurance Related Embedded Derivatives F&G cedes certain business on a coinsurance funds withheld basis. Investment results for the assets that support the coinsurance that are segregated within the funds withheld account are passed directly to the reinsurer pursuant to the contractual terms of the reinsurance agreement, which creates embedded derivatives considered to be total return swaps. These total return swaps are not clearly and closely related to the underlying reinsurance contract and thus require bifurcation. The fair value of the total return swaps is based on the change in fair value of the underlying assets held in the funds withheld account. These embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position on the Consolidated Balance Sheets and the related gains or losses are reported in Recognized gains and losses, net, on the Consolidated Statements of Earnings. Credit Risk We are exposed to credit loss in the event of non-performance by our counterparties on the call options and interest rate swaps and reflect assumptions regarding this non-performance risk in the fair value of the these derivatives. The non-performance risk is the net counterparty exposure based on the fair value of the open contracts less collateral held. We maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement. Information regarding our exposure to credit loss on the call options and interest rate swaps we hold is presented in the following table: December 31, 2023 Counterparty Credit Rating (Fitch/Moody's/S&P) (a) Notional Amount Fair Value Collateral Net Credit Risk (In millions) Merrill Lynch AA/*/A+ $ 4,408 $ 96 $ 59 $ 37 Morgan Stanley AA-/Aa3/A+ 3,466 102 116 — Barclay's Bank A+/A1/A+ 6,236 102 100 2 Canadian Imperial Bank of Commerce AA-/A2/A- 5,983 147 148 — Wells Fargo AA-/Aa2/A+ 1,443 58 60 — Goldman Sachs A+/A1/A+ 1,919 45 45 — Credit Suisse A+/A3/A+ 92 4 4 — Truist A+/A2/A 2,759 124 124 — Citibank A+/Aa3/A+ 1,073 27 28 — JP Morgan AA/Aa2/A+ 2,589 91 91 — Total $ 29,968 $ 796 $ 775 $ 39 139 Table of Contents December 31, 2022 Counterparty Credit Rating (Fitch/Moody's/S&P)(a) Notional Amount Fair Value Collateral Net Credit Risk (In millions) Merrill Lynch AA/*/A+ $ 3,563 $ 23 $ — $ 23 Morgan Stanley */Aa3/A+ 1,699 14 19 — Barclay's Bank A+/A1/A 6,049 65 59 6 Canadian Imperial Bank of Commerce AA/Aa2/A+ 5,169 68 64 4 Wells Fargo A+/A1/BBB+ 1,361 17 17 — Goldman Sachs A/A2/BBB+ 1,133 9 10 — Credit Suisse BBB+/A3/A- 1,039 5 5 — Truist A+/A2/A 2,489 35 36 — Citibank A+/Aa3/A+ 795 8 9 — Total $ 23,297 $ 244 $ 219 $ 33 (a) An * represents credit ratings that were not available. Collateral Agreements We are required to maintain minimum ratings as a matter of routine practice as part of our over-the-counter derivative agreements on ISDA forms. Under some ISDA agreements, we have agreed to maintain certain financial strength ratings. A downgrade below these levels provides the counterparty under the agreement the right to terminate the open derivative contracts between the parties, at which time any amounts payable by us or the counterparty would be dependent on the market value of the underlying contracts. Our current rating does not allow any counterparty the right to terminate ISDA agreements. In certain transactions, both us and the counterparty have entered into a collateral support agreement requiring either party to post collateral when the net exposures exceed pre-determined thresholds. For all counterparties, except Merrill Lynch, this threshold is set to zero . As of December 31, 2023 and December 31, 2022, counterparties posted $ 775 million and $ 219 million, respectively, of collateral, of which $ 588 million and $ 178 million, respectively, is included in cash and cash equivalents with an associated payable for this collateral included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the derivatives failed completely to perform according to the terms of the contracts was $ 39 million at December 31, 2023, and $ 33 million at December 31, 2022. We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. We reinvest derivative cash collateral to reduce the interest cost. Cash collateral is invested in overnight investment sweep products, which are included in cash and cash equivalents in the accompanying Consolidated Balance Sheets. We held 439 and 409 futures contracts at December 31, 2023 and December 31, 2022, respectively. The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements). We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in cash and cash equivalents in the accompanying Consolidated Balance Sheets. The amount of cash collateral held by the counterparties for such contracts was $ 4 million and $ 3 million at December 31, 2023 and December 31, 2022, respectively. 140 Table of Contents Note G — Notes Payable Notes payable consists of the following: December 31, 2023 December 31, 2022 (In millions) 4.50 % Notes, net of discount $ 446 $ 445 3.40 % Notes, net of discount 644 644 2.45 % Notes, net of discount 594 594 3.20 % Notes, net of discount 444 444 Revolving Credit Facility ( 2 ) ( 3 ) F&G Credit Agreement 362 547 5.50 % F&G Notes, net of discount 561 567 7.40 % F&G Notes, net of discount 495 — 7.95 % F&G Notes, net of discount 336 — Other 7 — $ 3,887 $ 3,238 On December 6th, 2023, F&G issued $ 345 million of its 7.95 % Senior Notes due 2053. The 7.95 % F&G Notes were issued at par, net of deferred issuance costs of approximately $ 9 million. The 7.95 % F&G Notes are senior unsecured, unsubordinated obligations of F&G and are guaranteed by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 7.95 % F&G Notes mature on December 15, 2053, and become callable on or after December 15, 2028. Interest is payable quarterly at a fixed rate of 7.95 %, and, if the 7.95 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture. F&G used a portion of the net proceeds from the offering to repay borrowings under its revolving credit facility as discussed below and for general corporate purposes, including the support of organic growth opportunities. On January 13, 2023, F&G issued $ 500 million of its 7.40 % F&G Notes due 2028. The 7.40 % F&G Notes were issued at par, net of deferred issuance costs of approximately $ 6 million. The 7.40 % F&G Notes are senior, unsecured unsubordinated obligation of F&G and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by each of F&G’s subsidiaries that are guarantors of F&G’s obligations under its existing credit agreement. The 7.40 % F&G Notes mature on January 13, 2028, and become callable on or after December 13, 2027. Interest is payable semi-annually at a fixed rate of 7.40 %, and if, the 7.40 % F&G Notes are downgraded, the interest rate payable is subject to adjustment from time to time per the terms of the indenture. F&G used the net proceeds from the offering for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements. On November 22, 2022, F&G entered into the F&G Credit Agreement pursuant to which the Lenders have made available the F&G Credit Facility in an aggregate principal amount of $ 550 million to be used for working capital and general corporate purposes. The F&G Credit Agreement matures the earlier to occur of November 22, 2025 or 91 days prior to May 1, 2025, the stated maturity date of the 5.50 % F&G Notes, unless the principal amount of the 5.50 % F&G Notes is $ 150,000,000 or less at such time, the 5.50 % F&G Notes have been redeemed or defeased in full, and any refinancing Indebtedness incurred in connection therewith matures at least 91 days after the date that is 3 years from the Effective Date or certain other conditions are met. Revolving loans under the Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate”, or (c) the sum of one percent plus Term The Secured Overnight Financing Rate (“SOFR”) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G. As of December 31, 2022, the revolving credit facility was fully drawn with $ 550 million outstanding, offset by approximately $ 3 million of unamortized debt issuance costs. On February 21, 2023, F&G entered into the Amended F&G Credit Agreement with the Lenders and the Administrative Agent, swing line lender and issuing bank. The Amended F&G Credit Agreement increased the aggregate principal amount of commitments under the F&G Credit Facility by $ 115 million to $ 665 million. On February 16, 2024, we entered into a Second Amended and Restated F&G Credit Agreement. Among other changes, the Second Amended and Restated F&G Credit Agreement amends the Amended F&G Credit Agreement to extend the maturity date and increase the aggregate principal amount of commitments under the revolving credit facility to $ 750 million. 141 Table of Contents As of December 31, 2023, and 2022, $ 365 million and $ 550 million, respectively, of gross principal balance, was outstanding under the F&G Credit Agreement. Net partial revolver paydowns of $ 185 million were made during the year ended December 31, 2023. As of December 31, 2023, we had $ 300 million of remaining borrowing availability. On September 17, 2021, we completed our underwritten public offering of $ 450 million aggregate principal amount of our 3.20 % Notes due 2051, pursuant to our registration statement on Form S-3 ASR (File No. 333-239002) and the related prospectus supplement. The net proceeds from the registered offering of the 3.20 % Notes were approximately $ 443 million, after deducting underwriting discounts, commissions and offering expenses. We plan to use the net proceeds from the offering for general corporate purposes. On October 29, 2020, we entered into the Fifth Restated Credit Agreement for our Amended Revolving Credit Facility with Bank of America, N.A., as administrative agent and the other agents party thereto. Among other changes, the Fifth Restated Credit Agreement amends the Fourth Restated Credit Agreement to extend the maturity date from April 27, 2022 to October 29, 2025. The material terms of the Fourth Restated Credit Agreement are set forth in our Annual Report for the year ended December 31, 2019. As of December 31, 2023, there was no principal outstanding, $ 2 million of unamortized debt issuance costs, and $ 800 million of available borrowing capacity under the Revolving Credit Facility. On February 16, 2024, we entered into a Sixth Amended and Restated Credit Agreement. Among other changes, the Sixth Amended and Restated Credit Agreement amends the Fifth Restated Credit Agreement to extend the maturity date from October 29, 2025 to February 16, 2029. On September 15, 2020, we completed our underwritten public offering of $ 600 million aggregate principal amount of our 2.45 % Notes due March 15, 2031 (the " 2.45 % Notes") pursuant to an effective registration statement filed with the Securities and Exchange Commission ("SEC"). The net proceeds from the registered offering of the 2.45 % Notes were approximately $ 593 million, after deducting underwriting discounts and commissions and offering expenses. We used the net proceeds from the offering (i) to repay the remaining $ 260 million outstanding indebtedness under our prior term loan credit agreement dated April 22, 2020, among us, as borrower, various lenders, and Bank of American N.A., as administrative agent (the "Term Loan"), which provided for an aggregate principal borrowing of $ 1.0 billion that we entered into to fund a portion of the acquisition of F&G and (ii) for general corporate purposes. On June 12, 2020, we completed our underwritten public offering of $ 650 million aggregate principal amount of the 3.40 % Notes due 2030 (the “ 3.40 % Notes”) pursuant to an effective registration statement filed with the SEC. The net proceeds from the registered offering of the 3.40 % Notes were approximately $ 642 million, after deducting underwriting discounts, and commissions and offering expenses. We used the net proceeds from the offering (i) to repay $ 640 million of the then outstanding principal amount under the Term Loan, and (ii) for general corporate purposes. On June 1, 2020, as a result of the F&G acquisition, we assumed $ 550 million aggregate principal amount of 5.50 % senior notes due 2025 (the " 5.50 % F&G Notes"), originally issued on April 20, 2018, at 99.5 % of face value for proceeds of $ 547 million. On August 13, 2018, we completed an offering of $ 450 million in aggregate principal amount of 4.50 % notes due August 2028 (the " 4.50 % Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 4.50 % Notes were priced at 99.252 % of par to yield 4.594 % annual interest. We pay interest on the 4.50 % Notes semi-annually on the 15th of February and August, beginning February 15, 2019. The 4.50 % Notes contain customary covenants and events of default for investment grade public debt, which primarily relate to failure to make principal or interest payments. On May 16, 2019, we completed an offering to exchange the 4.50 % Notes for substantially identical notes registered pursuant to Rule 424 under the Securities Act of 1933 (the " 4.50 % Notes Exchange"). There were no material changes to the terms of the 4.50 % Notes as a result of the 4.50 % Notes Exchange and all holders of the 4.50 % Notes accepted the offer to exchange. On September 1, 2022, we repaid the remaining $ 400 million in outstanding principal amount of our 5.50 % Senior Notes due September 2022. Gross principal maturities of notes payable at December 31, 2023, are as follows: (In millions) 2024 $ 365 2025 550 2026 6 2027 — 2028 950 Thereafter 2,045 $ 3,916 142 Table of Contents Note H — Commitments and Contingencies Legal and Regulatory Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. See Note C Summary of Reserve for Title Claim Losses for further discussion. Additionally, like other companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our operations. We believe that no actions, other than the matters discussed below, if any, depart from customary litigation incidental to our business. We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and that represents our best estimate has been recorded. Our accrual for legal and regulatory matters was $ 10 million and $ 12 million a s of December 31, 2023 and 2022, respectively . None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. In August 2020, a lawsuit styled, In the Matter of FGL Holdings, was filed in the Grand Court of the Cayman Islands related to FNF's acquisition of F&G where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock. They sought a judicial determination of the fair value of their shares of F&G stock as of the date of valuation under the law of the Cayman Islands, together with interest and legal costs. On October 5, 2022, the Grand Court of the Cayman Islands decided in favor of F&G. The dissenting shareholders failed to appeal the fair value order, and its appeal period expired on October 19, 2022. On April 19, 2023, the Grand Court of the Cayman Islands determined that the dissenting shareholders should pay F&G’s Cayman Islands legal expenses and discovery costs relating to the lawsuit by way of an interim payment of $ 4 million, with the balance to be determined after assessment. We are attempting to collect reimbursement of our expenses in this lawsuit. F&G is a defendant in two putative class action lawsuits related to the alleged compromise of certain of F&G’s customers’ personal information resulting from an alleged vulnerability in the MOVEit file transfer software. F&G’s vendor, Pension Benefit Information, LLC (“PBI”), used the MOVEit software in the course of providing audit and address research services to F&G and many other corporate customers. Miller v. F&G, No. 4:23-cv-00326, was filed against F&G in the Southern District of Iowa on August 31, 2023. Miller alleges that he is an F&G customer whose information was impacted in the MOVEit incident and brings common law tort and implied contract claims. F&G has yet to be served in Miller. Plaintiff seeks injunctive relief and damages. Cooper v. Progress Software Corp., No. 1:23-cv-12067, was filed against F&G and five other defendants in the District of Massachusetts on September 7, 2023. F&G was served on September 15, 2023. Cooper also alleges that he is an F&G customer and brings similar common law tort claims and alleges claims as a purported third-party beneficiary of an alleged contract. Plaintiff seeks declaratory and injunctive relief and damages. At this time, F&G does not believe the incident will have a material impact on its business, operations, or financial results. Well over 150 similar lawsuits have been filed against other entities impacted by the MOVEit incident including a number of such lawsuits related to PBI’s use of MOVEit. On October 4, 2023, the U.S. Judicial Panel on Multidistrict Litigation (JPML) created a multidistrict litigation (MDL) pursuant to 28 U.S.C. § 1407 to handle all litigation brought by individuals whose information was potentially compromised in connection with the alleged MOVEit vulnerability. The JPML assigned the MDL to Judge Allison Burroughs of the U.S. District Court for the District of Massachusetts. Both Miller and Cooper have been transferred to Judge Burroughs in the MDL. Following creation of the MDL, Judge Burroughs conducted an initial case management conference on November 30, 2023, and appointed lead plaintiffs’ counsel on January 19, 2024. Judge Burroughs is currently considering the parties’ case management schedule proposals submitted on February 16, 2024. Judge Burroughs is likely to issue a Case Management Order with additional processes and a preliminary schedule as a next step in the consolidated litigations. In connection with the cybersecurity incident initially reported on November 21, 2023, the Company and/or its subsidiaries are named as defendants in putative class action lawsuits recently filed in the U.S. District Courts for the Middle District of Florida and the Central District of California, and the Western District of Missouri. The putative class actions include common law tort and contract claims, and some include certain state statutory claims. The Company has not yet filed responses to these lawsuits. The putative class action lawsuits also include overlapping class definitions for which a class has not been 143 Table of Contents certified. Because of the procedural posture of these lawsuits and the factual issues involved, the Company has not yet been able to assess the probability of loss or estimate the possible loss or the range of loss. From time to time, we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries, and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities, which may require us to pay fines or claims or take other actions. We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our financial condition. Escrow Balances In conducting our operations, we routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are respon sible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying Consolidated Balance Sheets, consistent with GAAP and industry practice. These balances amounted t o $ 13.5 billion a nd $ 18.9 billion at December 31, 2023 and 2022, respectively. As a result of holding these customers’ assets in escrow, we have ongoing programs for realizing economic benefits during the year through favorable borrowing and vendor arrangements with various banks. There were no investments or loans outstanding as of December 31, 2023 and 2022 related to these arrangements. F&G Commitments In our F&G segment, we have unfunded investment commitments as of December 31, 2023 and 2022 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years. A summary of unfunded commitments by invested asset class is included below: December 31, 2023 Commitment Type (In millions) Unconsolidated VIEs: Limited partnerships $ 1,735 Whole loans 600 Fixed maturity securities, ABS 244 Direct Lending 667 Other fixed maturity securities, AFS 14 Other assets 421 Commercial mortgage loans 72 Other invested assets 15 Committed amounts included in liabilities — Total $ 3,768 See Note A Business and Summary of Significant Accounting Policies , for discussion of funding agreements that have been issued pursuant to the FABN Program as well as to the FHLB that are included in Contractholder funds. F&G has a reinsurance agreement with Kubera to cede certain FIA statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance. To enhance Kubera's ability to pay its obligations under the amended reinsurance agreement, effective October 31, 2021, F&G entered into a Variable Note Purchase Agreement (the “NPA”), whereby F&G agreed to fund a note to Kubera to be used to ultimately settle with F&G, with principal increases up to a maximum amount of $ 300 million, to the extent a potential funding shortfall (treaty assets are less than the total funding requirement) is projected relative to the business ceded to Kubera from F&G as part of the amended reinsurance agreement. The potential funding shortfall will be determined quarterly and, among other items, is impacted by the market value of the assets in the funds withheld account related to the reinsurance agreement and Kubera's capital as calculated on a Bermuda regulatory basis. The NPA matures on November 30, 2071. 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. As of December 31, 2023 and 2022, the amount funded under the NPA was insignificant. 144 Table of Contents Note I — Dividends On February 14, 2024, our Board of Directors declared cash dividends of $ 0.48 per share, payable on March 29, 2024, to FNF common shareholders of record as of March 15, 2024. During the years ended December 31, 2023, 2022, and 2021 we declared dividends on our common stock of $ 1.83 , $ 1.77 , and $ 1.56 respectively. Note J — Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the year ended December 31, 2023: Title F&G Corporate and Other Total (In millions) Title premiums $ 4,592 $ — $ — $ 4,592 Other revenues 2,117 2,413 187 4,717 Revenues from external customers 6,709 2,413 187 9,309 Interest and investment income, including recognized gains and losses 329 2,087 27 2,443 Total revenues 7,038 4,500 214 11,752 Depreciation and amortization 154 412 27 593 Interest expense — 97 77 174 Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates 883 ( 35 ) ( 155 ) 693 Income tax expense (benefit) 181 23 ( 12 ) 192 Earnings (loss) before equity in earnings (loss) of unconsolidated affiliates 702 ( 58 ) ( 143 ) 501 Equity in earnings of unconsolidated affiliates 17 — — 17 Net earnings (loss) from continuing operations $ 719 $ ( 58 ) $ ( 143 ) $ 518 Assets $ 7,949 $ 70,186 $ 2,479 $ 80,614 Goodwill $ 2,789 $ 1,749 $ 292 $ 4,830 As of and for the year ended December 31, 2022: Title F&G Corporate and Other Total (In millions) Title premiums $ 6,834 $ — $ — $ 6,834 Other revenues 2,502 1,704 127 4,333 Revenues from external customers 9,336 1,704 127 11,167 Interest and investment income, including recognized gains and losses ( 230 ) 645 ( 17 ) 398 Total revenues 9,106 2,349 110 11,565 Depreciation and amortization 142 324 25 491 Interest expense — 29 86 115 Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates 1,090 793 ( 153 ) 1,730 Income tax expense (benefit) 298 158 ( 17 ) 439 Earnings (loss) before equity in earnings of unconsolidated affiliates 792 635 ( 136 ) 1,291 Equity in earnings of unconsolidated affiliates 15 — — 15 Net earnings (loss) $ 807 $ 635 $ ( 136 ) $ 1,306 Assets $ 8,295 $ 54,637 $ 2,211 $ 65,143 Goodwill $ 2,620 $ 1,749 $ 266 $ 4,635 145 Table of Contents As of and for the year ended December 31, 2021: Title F&G Corporate and Other Total (In millions) Title premiums $ 8,553 $ — $ — $ 8,553 Other revenues 3,228 1,407 172 4,807 Revenues from external customers 11,781 1,407 172 13,360 Interest and investment income, including recognized gains and losses ( 284 ) 2,567 12 2,295 Total revenues 11,497 3,974 184 15,655 Depreciation and amortization 138 271 23 432 Interest expense — 29 85 114 Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates 2,136 1,552 ( 130 ) 3,558 Income tax expense (benefit) 511 320 ( 18 ) 813 Earnings (loss) before equity in earnings of unconsolidated affiliates 1,625 1,232 ( 112 ) 2,745 Equity in earnings of unconsolidated affiliates 58 — 6 64 Net earnings (loss) $ 1,683 $ 1,232 $ ( 106 ) $ 2,809 Assets $ 9,663 $ 49,371 $ 2,296 $ 61,330 Goodwill $ 2,517 $ 1,749 $ 266 $ 4,532 The activities in our segments include the following: • Title. This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, and home warranty products. This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default. • F&G . This segment primarily consists of the operations of our annuities and life insurance related businesses. This segment issues a broad portfolio of annuity and life products, including deferred annuities (fixed indexed and fixed rate annuities), immediate annuities and indexed universal life insurance. This segment also provides funding agreements and pension risk transfer solutions. • Corporate and Other. This segment consists of the operations of the parent holding company, our real estate technology subsidiaries and our remaining real estate brokerage businesses. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment. Refer to Note L Revenue Recognition for a description of our accounting for our various revenue streams. 146 Table of Contents Note K — Supplemental Cash Flow Information The following supplemental cash flow information is provided with respect to certain cash payment and non-cash investing and financing activities. Year Ended December 31, 2023 2022 2021 Cash paid for: (In millions) Interest $ 157 $ 125 $ 112 Income taxes 216 387 653 Deferred sales inducements 168 87 90 Non-cash investing and financing activities: Distribution of 15 % of the common stock of F&G $ — $ 421 $ — Investments received from pension risk transfer premiums 464 — 316 Change in proceeds of sales of investments available for sale receivable in period 32 96 ( 160 ) Change in purchases of investments available for sale payable in period 20 ( 25 ) 18 Lease liabilities recognized in exchange for lease right-of-use assets 40 70 47 Remeasurement of lease liabilities 75 60 87 Liabilities assumed in connection with acquisitions Fair value of assets acquired 304 266 85 Less: Total Purchase price 299 180 59 Liabilities and noncontrolling interests assumed $ 5 $ 86 $ 26 147 Table of Contents Note L — Revenue Recognition Disaggregation of Revenue Our revenue consists of: Year Ended December 31, 2023 2022 2021 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (In millions) Direct title insurance premiums Direct title insurance premiums Title $ 1,982 $ 2,858 $ 3,571 Agency title insurance premiums Agency title insurance premiums Title 2,610 3,976 4,982 Life insurance premiums, insurance and investment product fees, and other (1) Escrow, title-related and other fees F&G 2,413 1,704 1,407 Home warranty Escrow, title-related and other fees Title 143 165 185 Total revenue from insurance contracts 7,148 8,703 10,145 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 766 980 1,395 Other title-related fees and income Escrow, title-related and other fees Title 633 752 888 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 313 342 396 Real estate technology Escrow, title-related and other fees Corporate and other 151 158 142 Total revenue from contracts with customers 1,863 2,232 2,821 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 262 263 364 Other Escrow, title-related and other fees Corporate and other 36 ( 31 ) 30 Interest and investment income Interest and investment income Various 2,607 1,891 1,961 Recognized gains and losses, net Recognized gains and losses, net Various ( 164 ) ( 1,493 ) 334 Total revenues Total revenues $ 11,752 $ 11,565 $ 15,655 (1) Includes $ 1,964 , $ 1,362 and 1,146 of life-contingent pension risk transfer premiums in 2023, 2022 and 2021, respectively. Our Direct title insurance premiums are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete. Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Substantially all of our home warranty contracts are one year in length and revenue is recognized ratably over the term of the contract. Escrow fees and Other title-related fees and income in our Title segment are closely related to Direct title insurance premiums and are primarily associated with managing the closing of real estate transactions including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and home inspection services, and other real estate or title-related activities. Revenue is primarily recognized upon closing of the underlying real estate transaction or completion of services. Cash associated with such revenue is typically collected at closing. Revenues from ServiceLink, excluding its title premiums, escrow fees and loan subservicing fees primarily include revenues from real estate appraisal services and foreclosure processing and facilitation services. Revenues from real estate appraisal services are recognized when all appraisal work is complete, a final report is issued to the client and the client is billed. Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete. Life insurance premiums in our F&G segment reflect premiums for life-contingent PRT, traditional life insurance products and life-contingent immediate annuity products, which are recognized as revenue when due from the policyholder. We have ceded the majority of our traditional life business to unaffiliated third-party reinsurers. While the base contract has been reinsured, we continue to retain the return of premium rider. Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, UREV on IUL policies, policy rider fees primarily on FIA policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts. 148 Table of Contents Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingency, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities include net investment income, surrender, cost of insurance and other charges deducted from contractholder funds, and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of DAC, DSI, and VOBA, other operating costs and expenses, and income taxes. Premiums, annuity deposits (net of reinsurance and reinsurance recoverable) and funding agreements, which are not included as revenues in the accompanying Consolidated Statements of Earnings, collected by product type were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 Product Type (In millions) Fixed indexed annuities $ 4,738 $ 4,483 $ 4,420 Fixed rate annuities 1,147 1,522 878 Funding agreements (FABN/FHLB) 1,256 1,891 2,658 Life insurance and other (a) 646 446 329 Total $ 7,787 $ 8,342 $ 8,285 (a) Life insurance and other primarily includes indexed universal life insurance. Real estate technology revenues are primarily comprised of subscription fees for use of software provided to real estate professionals. Subscriptions are only offered on a month-by-month basis and fees are billed monthly. Revenue is recognized in the month services are provided. Loan subservicing revenues are generated by certain subsidiaries of ServiceLink and are associated with the servicing of mortgage loans on behalf of its customers. Revenue is recognized when the underlying work is performed and billed. Loan subservicing revenues are subject to the recognition requirements of ASC Topic 860. Interest and investment income consists primarily of interest payments received on fixed maturity security holdings and dividends received on equity and preferred security holdings along with the investment income of limited partnerships. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, primarily related to revenue from our home warranty business, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Contract Balances The following table provides information about trade receivables and deferred revenue: December 31, 2023 December 31, 2022 (In millions) Trade receivables $ 317 $ 349 Deferred revenue (contract liabilities) 91 93 Deferred revenue is recorded primarily for our home warranty contracts. Revenues from home warranty products are recognized over the life of the policy, which is primarily one year . The unrecognized portion is recorded as deferred revenue in accounts payable and other accrued liabilities in the Consolidated Balance Sheets. During the years ended December 31, 2023 and 2022, we recognized $ 84 million and $ 98 million of revenue, respectively, which was included in deferred revenue at the beginning of the respective period. 149 Table of Contents Note M — Other Intangible Assets The following table reconciles to Other intangible assets, net, on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In millions) Customer relationships and contracts $ 174 $ 202 VOBA 1,446 1,615 DAC 2,215 1,411 DSI 346 200 Value of distribution asset 86 100 Computer software 266 196 Trademarks, tradenames, and other 94 87 Total Other intangible assets, net $ 4,627 $ 3,811 The following tables roll forward VOBA by product for the years ended December 31, 2023 and December 31, 2022: FIA Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total (In millions) Balance at January 1, 2023 $ 1,166 $ 32 $ 201 $ 143 $ 73 $ 1,615 Amortization ( 141 ) ( 5 ) ( 10 ) ( 9 ) ( 4 ) ( 169 ) Balance at December 31, 2023 $ 1,025 $ 27 $ 191 $ 134 $ 69 $ 1,446 FIA Fixed Rate Annuities Immediate Annuities Universal Life Traditional Life Total (In millions) Balance at January 1, 2022 $ 1,314 $ 39 $ 212 $ 153 $ 25 $ 1,743 Amortization ( 148 ) ( 7 ) ( 11 ) ( 10 ) ( 4 ) ( 180 ) Shadow Premium Deficiency Testing (“PDT”) — — — — 52 52 Balance at December 31, 2022 $ 1,166 $ 32 $ 201 $ 143 $ 73 $ 1,615 VOBA amortization expense of $ 169 million, $ 180 million, and $ 195 million, was recorded in Depreciation and amortization on the Consolidated Statements of Earnings for the years ended December 31, 2023, 2022, and 2021 respectively. The following table presents a reconciliation of VOBA to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In millions) FIA $ 1,025 $ 1,166 Fixed Rate Annuities 27 32 Immediate Annuities 191 201 Universal Life 134 143 Traditional Life 69 73 Total $ 1,446 $ 1,615 150 Table of Contents The following tables roll forward DAC by product for the years ended December 31, 2023 and December 31, 2022: FIA Fixed Rate Annuities Universal Life Total (a) (In millions) Balance at January 1, 2023 $ 971 $ 83 $ 348 $ 1,402 Capitalization 510 177 229 916 Amortization ( 103 ) ( 51 ) ( 32 ) ( 186 ) Reinsurance related adjustments — 79 — 79 Balance at December 31, 2023 $ 1,378 $ 288 $ 545 $ 2,211 FIA Fixed Rate Annuities Universal Life Total (a) (In millions) Balance at January 1, 2022 $ 564 $ 38 $ 173 $ 775 Capitalization 474 56 196 726 Amortization ( 67 ) ( 11 ) ( 21 ) ( 99 ) Balance at December 31, 2022 $ 971 $ 83 $ 348 $ 1,402 (a) Excludes insignificant amounts of DAC related to FABN. DAC amortization expense of $ 186 million, $ 99 million, and $ 46 million, was recorded in Depreciation and amortization on the Consolidated Statements of Earnings for the year s ended December 31, 2023, 2022, and 2021, respectively, excluding insignificant amounts related to FABN. The following table presents a reconciliation of DAC to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In millions) FIA $ 1,378 $ 971 Fixed Rate Annuities 288 83 Universal Life 545 348 Funding Agreements 4 9 Total $ 2,215 $ 1,411 The following tables roll forward DSI for the years ended December 31, 2023 and December 31, 2022: FIA Total (In millions) Balance at January 1, 2023 $ 200 $ 200 Capitalization 168 168 Amortization ( 22 ) ( 22 ) Balance at December 31, 2023 $ 346 $ 346 FIA Total (In millions) Balance at January 1, 2022 $ 127 $ 127 Capitalization 87 87 Amortization ( 14 ) ( 14 ) Balance at December 31, 2022 $ 200 $ 200 151 Table of Contents DSI amortization expense of $ 22 million, $ 14 million, and $ 7 million, was recorded in Depreciation and amortization on the Consolidated Statements of Earnings for the years ended December 31, 2023, 2022, and 2021, respectively. The following table presents a reconciliation of DSI to the table above which is reconciled to the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (In millions) FIA $ 346 $ 200 Total $ 346 $ 200 The cash flow assumptions used to amortize VOBA and DAC were consistent with the assumptions used to estimate the FPB for life contingent immediate annuities, and will be reviewed and unlocked, if applicable, in the same period as those balances. For nonparticipating traditional life contracts, the VOBA amortization is straight-line, without the use of cash flow assumptions. For FIA contracts, the cash flow assumptions used to amortize VOBA, DAC, and DSI were consistent with the assumptions used to estimate the value of the embedded derivative and MRBs, and will be reviewed and unlocked, if applicable, in the same period as those balances. For fixed rate annuities and IUL the cash flow assumptions used to amortize VOBA, DAC and DSI reflect the Company’s best estimates for policyholder behavior, consistent with the development of assumptions for FIA and immediate annuity. Refer to Note A - Business and Summary of Significant Accounting Policies for further information about accounting policies for amortization of VOBA, DAC and DSI. We review cash flow assumptions annually, generally in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuity (FIA and fixed rate annuity) and IUL products, including surrender rates, partial withdrawal rates, mortality improvement, premium persistency, and option budgets. All updates to these assumptions brought us more in line with our company and overall industry experience since the prior assumption update. In 2022, F&G undertook a review of all significant assumptions and revised GMWB utilization for our deferred annuity contracts (FIA and fixed rate annuities) to reflect internal and industry experience in the first several contract years. For the in-force liabilities as of December 31, 2023, the estimated amortization expense for VOBA in future fiscal periods is as follows: Estimated Amortization Expense Fiscal Year (In millions) 2024 $ 149 2025 139 2026 127 2027 116 2028 105 Thereafter 810 Total $ 1,446 Definite and Indefinite Lived Other Intangible Assets Other intangible assets as of December 31, 2023, consist of the following: Cost Accumulated amortization Net carrying amount Weighted average useful life (years) (In millions) Customer relationships and contracts $ 948 $ ( 774 ) $ 174 10 Computer software 651 ( 385 ) 266 2 to 10 Value of distribution asset (VODA) 140 ( 54 ) 86 15 Trademarks, tradenames, and other 146 ( 52 ) 94 Varies Total $ 620 152 Table of Contents Other intangible assets as of December 31, 2022, consist of the following: Cost Accumulated amortization Net carrying amount Weighted average useful life (years) (In millions) Customer relationships and contracts $ 916 $ ( 714 ) $ 202 10 Computer software 537 ( 341 ) 196 2 to 10 Value of distribution Asset (VODA) 140 ( 40 ) 100 15 Trademarks, tradenames, and other 129 ( 42 ) 87 Varies Total $ 585 Amortization expense for amortizable intangible assets, which consist primarily of VODA, customer relationships and computer software and definite lived trademarks, tradenames and other, was $ 152 million, $ 134 million, and $ 136 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense for the next five years for assets owned at December 31, 2023, is $ 126 million in 2024, $ 101 million in 2025, $ 78 million in 2026, $ 61 million in 2027 and $ 47 million in 2028. Note N — Goodwill A summary of the changes in Goo dwill consists of the following: Title F&G Corporate and Other Total (In millions) Balance, December 31, 2021 $ 2,517 $ 1,749 $ 266 $ 4,532 Goodwill associated with acquisitions 103 — — 103 Balance, December 31, 2022 $ 2,620 $ 1,749 $ 266 $ 4,635 Goodwill associated with acquisitions 168 — 27 195 Balance, December 31, 2023 $ 2,788 $ 1,749 $ 293 $ 4,830 Note O — F&G Reinsurance The Company reinsures portions of its policy risks with other insurance companies. The use of indemnity reinsurance does not discharge an insurer from liability on the insurance ceded. The insurer is required to pay in full the amount of its insurance liability regardless of whether it is entitled to or able to receive payment from the reinsurer. The portion of risks exceeding the Company's retention limit is reinsured. The Company primarily seeks reinsurance coverage in order to manage loss exposures, to enhance our capital position, to diversify risks and earnings, and to manage new business volume. The Company follows reinsurance accounting when the treaty adequately transfers insurance risk. Otherwise, the Company follows deposit accounting if there is inadequate transfer of insurance risk or if the underlying policy for which risk is being transferred is an investment contract that does not contain insurance risk. Refer to Note A - Business and Summary of Significant Accounting Policies for more information over our accounting policy for reinsurance agreements. The effects of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the years ended December 31, 2023, 2022, and 2021 respectively, were as follows (in millions): Year Ended December 31, 2023 2022 2021 Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred Net Premiums Earned Net Benefits Incurred Direct $ 2,112 $ 3,728 $ 1,522 $ 3,640 $ 1,314 $ 3,070 Ceded ( 105 ) ( 175 ) ( 128 ) ( 2,514 ) ( 137 ) ( 1,138 ) Net $ 2,007 $ 3,553 $ 1,394 $ 1,126 $ 1,177 $ 1,932 Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits. No policies issued by the Company have been reinsured with any foreign company, which is controlled, either directly or 153 Table of Contents indirectly, by a party not primarily engaged in the business of insurance. The Company has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than non-payment of premiums or other similar credit issues. The following summarizes our reinsurance recoverable (in millions): Parent Company/ Principal Reinsurers Reinsurance Recoverable (a) Agreement Type Products Covered Accounting December 31, 2023 December 31, 2022 Aspida Life Re Ltd $ 6,128 $ 3,121 Coinsurance Funds Withheld Certain MYGA (b) Deposit Wilton Reassurance Company 1,092 1,231 Coinsurance Block of traditional, IUL and UL (c) Reinsurance Somerset Reinsurance Ltd 716 570 Coinsurance Funds Withheld Certain MYGA (b) and DA Deposit Everlake Life Insurance Company 509 — Coinsurance (d) Certain MYGA (b) (d) Deposit Other (e) 536 505 Reinsurance recoverable, gross of allowance for credit losses 8,981 5,427 Allowance for expected credit loss ( 21 ) ( 10 ) Reinsurance recoverable, net of allowance for credit losses $ 8,960 $ 5,417 (a) Reinsurance recoverables do not include unearned ceded premiums that would be recovered in the event of early termination of certain traditional life policies. (b) As of the years ended December 31, 2023 and 2022, the combined quota share flow reinsurance amongst all reinsurers was 90 % and 75 %, respectively. (c) Also includes certain FGL Insurance life insurance policies that are subject to redundant reserves, reported on a statutory basis, under Regulation XXX and Guideline AXXX. (d) Reinsurance recoverable is collateralized by assets placed in a statutory comfort trust by the reinsurer and maintained for our sole benefit. (e) Represents all other reinsurers, with no single reinsurer having a carrying value in excess of 5% of total reinsurance recoverable. The Company incurred risk charge fees of $ 39 million, $ 36 million, and $ 28 million during the years ended December 31, 2023, 2022, and 2021, respectively, in relation to reinsurance agreements. Credit Losses The Company estimates expected credit losses on reinsurance recoverables using a probability of default/loss given default model. Significant inputs to the model include the reinsurer's credit risk, expected timing of recovery, industry-wide historical default experience, senior unsecured bond recovery rates, and credit enhancement features. The expected credit loss reserves were as follows (in millions): Years ended December 31, 2023 December 31, 2022 Balance at Beginning of Period $ ( 10 ) $ ( 20 ) Provision for losses ( 11 ) 10 Charge offs — — Balance at End of Period $ ( 21 ) $ ( 10 ) Concentration of Reinsurance Risk As indicated above, the Company has a significant concentration of reinsurance risk with third party reinsurers, Aspida Re, Wilton Reinsurance (“Wilton Re”), Somerset and Everlake Life Insurance Company (“Everlake”) that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties. We monitor the financial condition and financial strength of individual reinsurers using public ratings (refer to table below) and ratings reports of individual reinsurers to attempt to reduce the risk of default by such reinsurers. In addition, the risk of non-performance is further mitigated with various forms of collateral or collateral arrangements, including secured trusts, funds withheld accounts and irrevocable letters of credit. We believe that all amounts due from Aspida Re, Wilton Re, Somerset and Everlake for periodic treaty settlements, net of any applicable credit loss reserves, are collectible as of December 31, 2023. The following table presents financial strength ratings as of December 31, 2023: 154 Table of Contents Parent Company/Principal Reinsurers Financial Strength Rating AM Best S&P Fitch Moody's Aspida Life Re Ltd A- not rated not rated not rated Wilton Re A+ not rated A not rated Somerset Reinsurance Ltd A- BBB+ not rated not rated Everlake A+ not rated not rated not rated Reinsurance Transactions The following summarizes significant changes to third-party reinsurance agreements for the year ended December 31, 2023: Everlake and Somerset: The Company executed flow reinsurance agreements with Everlake and Somerset, third-party reinsurers, to cede certain MYGA business written effective September 1, 2023, and December 1, 2023, respectively, on a coinsurance quota share basis. Canada Life: Effective May 1, 2020, the Company entered into an indemnity reinsurance agreement with Canada Life Assurance Company (“Canada Life”) United States Branch, a third-party reinsurer, to reinsure FIA policies with GMWB Riders. In accordance with the terms of this agreement, F&G cedes a quota share percentage of the net retention of guaranteed payments in excess of account value for GMWB. Effective December 31, 2023, we entered a Recapture and Termination Agreement with Canada Life whereby 100 % of the liabilities and obligations were recaptured. There were no significant changes to third party reinsurance agreements for the year ended December 31, 2022 . Intercompany Reinsurance Agreements The Company executes various intercompany reinsurance agreements between its insurance subsidiaries, including offshore entities, for purposes of managing regulatory statutory capital and risk. Since these agreements are intercompany, the financial impacts are eliminated in the preparation of the Consolidated Financial Statements included within this Annual Report on Form 10-K. Some of these intercompany transactions are executed with wholly owned reinsurance subsidiaries, Corbeau Re, Inc. (“Corbeau Re”), Raven Reinsurance Company (“Raven Re”) and F&G Cayman Re (“Cayman Re”), to finance the portion of statutory reserves considered to be non-economic. The financing arrangements involve FGLIC reinsuring certain annuity products and their related rider benefits to the captives and the captives executing third-party financing facilities that are classified as capital for statutory purposes. The transaction with Raven Re and Cayman Re included the execution of letter of credits with Nomura Bank International plc (“NBI”) and Deutsche Bank AG (“DB”), respectively, that are undrawn and have maximum borrowing capacities of $ 200 million and $ 200 million, respectively, as of December 31, 2023. The transaction with Corbeau Re included the execution of an excess of loss agreement (“XOL”) with Canada Life Barbados Branch that matures on December 31, 2043, and provides for coverage on losses up to $ 1,500 million as of December 31, 2023. 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. The XOL is not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP; therefore, deposit accounting is applied. 155 Table of Contents Note P — Regulation and Equity Regulation Title Our insurance subsidiaries, including title insurers, underwritten title companies and insurance agencies, are subject to extensive regulation under applicable state laws. Each of the insurance underwriters is subject to a holding company act in its state of domicile that regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates. The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus as regards policyholders (“capital and surplus”) requirements, defining suitable investments for reserves and capital and surplus and approving rate schedules. The process of state regulation of changes in rates ranges from states that set rates, to states where individual companies or associations of companies prepare rate filings that are submitted for approval, to a few states in which rate changes do not need to be filed for approval. Since we are regulated by both state and federal governments and the applicable insurance laws and regulations are constantly subject to change, it is not possible to predict the potential effects on our insurance operations, particularly the Title segment, of any laws or regulations that may become more restrictive in the future or if new restrictive laws will be enacted. Statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the various state insurance regulatory authorities. The National Association of Insurance Commissioners' (“NAIC” ) Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by each of the states that regulate us. Each of our states of domicile for our title insurance underwriter subsidiaries have adopted a material prescribed accounting practice that differs from that found in NAIC SAP. Specifically, in both years, the timing of amounts released from the statutory unearned premium reserve under NAIC SAP differs from the states' required practice. Statutory surplus at December 31, 2023 and 2022 was lower by approximately $ 34 million and $ 32 million than if we had reported such amounts in accordance with NAIC SAP. Pursuant to statutory accounting requirements of the various states in which our insurers are domiciled, these insurers must defer a portion of premiums earned as an unearned premium reserve for the protection of policyholders and must maintain qualified assets in an amount equal to the statutory requirements. The level of unearned premium reserve required to be maintained at any time is determined by statutory formula based upon either the age, number of policies and dollar amount of policy liabilities underwritten, or the age and dollar amount of statutory premiums written. As of December 31, 2023, the combined statutory unearned premium reserve required and reported for our title insurers w as $ 1,659 million. In addition to statutory unearned premium reserves, each of our insurers maintains reserves for known claims and surplus funds for policyholder protection and business operations. Each of our insurance subsidiaries is regulated by the insurance regulatory authority in its respective state of domicile, as well as that of each state in which it is licensed. The insurance commissioners of their respective states of domicile are the primary regulators of our title insurance subsidiaries. Each of the insurers is subject to periodic regulatory financial examination by regulatory authorities. Our insurance subsidiaries are subject to regulations that restrict their ability to pay dividends or make other distributions of cash or property to their immediate par ent company without prior approval from the Department of Insurance of their respective states of domicile. As of December 31, 2023, $ 1,145 million of our net assets are restricted from dividend payments without prior approval from the Departments of Insurance. During 2024, our title insurers can pay or make distributions to us of approximately $ 471 million, without prior approval. The combined statutory capital and surplus of our title insurers was approximately $ 1,225 million and $ 1,350 million as of December 31, 2023 and 2022, respectively. The combined statutory net earnings of our title insurance subsidiaries were $ 503 million, $ 778 million, and $ 936 million for the years ended December 31, 2023, 2022, and 2021, respectively. As a condition to continued authority to underwrite policies in the states in which our insurers conduct their business, the insurers are required to pay certain fees and file information regarding their officers, directors and financial condition. In addition, our escrow and trust business is subject to regulation by various state banking authorities. Pursuant to statutory requirements of the various states in which our insurers are domiciled, such insurers must maintain certain levels of minimum capital and surplus. Required levels of minimum capital and surplus are not significant to the insurers individually or in the aggregate. Each of our insurers has complied with the minimum statutory requirements as of December 31, 2023. 156 Table of Contents Our underwritten title companies, primarily those domiciled in California, are also subject to certain regulation by insurance regulatory or banking authorities relating to their net worth and working capital. Minimum net worth and working capital requirements for each underwritten title company is less than $ 1 million. These companies were in compliance with their respective minimum net worth and working capital requirements at December 31, 2023. There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders although there are limits on the ability of certain subsidiaries to pay dividends to us, as described above. F&G Through our wholly owned F&G subsidiary, our insurance subsidiaries, FGL Insurance, FGL NY Insurance, Raven Re and Corbeau Re file financial statements with state insurance regulatory authorities and, with the exception of Raven Re, with the National Association of Insurance Commissioners (“NAIC”) that are prepared in accordance with Statutory Accounting Principles (“SAP”) prescribed or permitted by such authorities, which may vary materially from GAAP. Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. The principal differences between SAP financial statements and financial statements prepared in accordance with GAAP are that SAP financial statements do not reflect VOBA, DAC, and DSI, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contractholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted. Accordingly, SAP operating results and SAP capital and surplus may differ substantially from amounts reported in the GAAP basis financial statements for comparable items. In or F&G segment, our principal insurance subsidiaries' statutory (SAP and GAAP) financial statements are based on a December 31 year end. Statutory net income and statutory capital and surplus of our wholly owned U.S. regulated insurance subsidiaries were as follows: Subsidiary (state of domicile) (a) FGL Insurance (IA) FGL NY Insurance (NY) Raven Re (VT) Corbeau Re (VT) Statutory Net income (loss): (In millions) Year ended December 31, 2023 $ ( 462 ) $ 5 $ 60 $ ( 644 ) Year ended December 31, 2022 ( 243 ) ( 15 ) ( 111 ) — Year ended December 31, 2021 351 4 3 — Statutory Capital and Surplus: December 31, 2023 $ 2,009 $ 86 $ 140 $ 171 December 31, 2022 1,877 82 121 — (a) FGL NY Insurance, Raven Re and Corbeau Re are subsidiaries of FGL Insurance, and the columns should not be added together. Corbeau Re was incorporated on September 1, 2023. Regulation - U.S. Companies FGL Insurance, FGL NY Insurance, Raven Re's and Corbeau Re’s respective statutory capital and surplus satisfy the applicable minimum regulatory requirements. In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement RBC requirements for life, health and property and casualty insurance companies. All states have adopted the NAIC’s model law or a substantially similar law. RBC is used to evaluate the adequacy of capital and surplus maintained by an insurance company in relation to risks associated with: (i) asset risk, (ii) insurance risk, (iii) interest rate risk, and (iv) business risk. As of the most recent annual statutory financial statements filed with insurance regulators, the RBC ratios for FGL Insurance and FGL NY Insurance each exceeded the minimum RBC requirements. Dividends The insurance laws of Iowa and New York regulate the amount of dividends that may be paid in any year by FGL Insurance and FGL NY Insurance, respectively. Pursuant to Iowa insurance law, ordinary dividends are payments, together with all other such payments within the preceding twelve months, that do not exceed the greater of (i) 10% of FGL Insurance’s statutory surplus as regards policyholders as of December 31 of the preceding year; or (ii) the net gain from operations of FGL Insurance (excluding realized capital gains) for the 12-month period ending December 31 of the preceding year. 157 Table of Contents Dividends in excess of FGL Insurance’s ordinary dividend capacity are referred to as extraordinary and require prior approval of the Iowa Insurance Commissioner. FGL Insurance may only pay dividends out of statutory earned surplus. FGL Insurance did not pay extraordinary dividends to FGAL for the years ended December 31, 2023 and 2022, and paid extraordinary dividends of $ 38 million during the year ended December 31, 2021. Each year, FGL NY Insurance may pay a certain limited amount of ordinary dividends or other distributions without being required to obtain the prior consent of or the New York State Department of Financial Services (“NYDFS”). However, to pay any dividends or distributions (including the payment of any dividends or distributions for which prior consent is not required), FGL NY Insurance must provide advance written notice to the NYDFS. FGL NY Insurance has historically not paid dividends. Prescribed and permitted practices FGL Insurance - FGL Insurance applies Iowa-prescribed accounting practices prescribed by 191 Iowa Administrative Code 97, “Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve”, for its FIA products, and as of October 1, 2022, IUL products. Under these alternative accounting practices, the call option derivative instruments that hedge the growth in interest credited on index products are accounted for at amortized cost with the corresponding amortization recorded as a decrease to net investment income and indexed annuity reserves are calculated based on Standard Valuation Law and Actuarial Guideline XXXV assuming the market value of the call options associated with the current index term is zero regardless of the observable market value for such options. This resulted in a $ 178 million increase and a $ 152 million decrease to statutory capital and surplus at December 31, 2023 and 2022, respectively. In addition, based on a permitted practice received from the Iowa Insurance Division, FGL Insurance carries one of its limited partnership interests which qualifies for accounting under SSAP No. 48, “Investments in Joint Ventures, Partnerships and Limited Liability Companies”, on a net asset value per share basis. This is a departure from SSAP No. 48 which requires such investments to be carried based on the investees underlying U.S. GAAP equity (prior to any impairment considerations). This resulted in increases to statutory capital and surplus of $ 16 million and $ 13 million at December 31, 2023 and 2022, respectively. FGL Insurance’s statutory carrying value of Raven Re reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset, which increased Raven Re’s statutory capital and surplus by $ 200 million at December 31, 2023 and 2022. In addition, FGL Insurance’s statutory carrying value of Corbeau Re reflects the effect of permitted practices Corbeau Re received to treat the excess of loss as an admitted asset, which increased Corbeau Re’s statutory capital and surplus by $ 765 million at December 31, 2023. Raven Re - Raven Re is also permitted to follow Iowa prescribed statutory accounting practice for its reserves on reinsurance assumed from FGL Insurance and also has approval to include as an admitted asset the value of a letter of credit serving as collateral for reinsurance credit taken by FGL Insurance. Without such permitted statutory accounting practices, Raven Re’s statutory capital and surplus (deficit) would be $( 89 ) million and $( 107 ) million as of December 31, 2023 and 2022, respectively, and its risk-based capital would fall below the minimum regulatory requirements. The letter of credit facility is collateralized by NAIC 1 rated debt securities. If the permitted practice was revoked, the letter of credit could be replaced by the collateral assets with Nomura’s consent (refer to discussion of letter of credit in Note E- Reinsurance ). FGL Insurance’s statutory carrying value of Raven Re was $ 140 million and $ 121 million at December 31, 2023 and 2022, respectively. Corbeau Re - Corbeau Re has four permitted practices pursuant to Vermont Statute, Title 8, Chapter 141 – (8 V.S.A. § 6048k(a)(2), whereby the Vermont Department authorizes the Company to (i) account for the amount equal to the excess of loss amount (“XOL Asset”) as an asset on its statutory financial statements; (ii) calculate the reserves with respect to the Retirement Pro Contracts in accordance with the following reserving methodology: the reserves are calculated as the present value of reinsured benefits when account value equals zero less the present value of reinsurance premiums from the winning integrated stream, floored at zero and capped as necessary to keep the net statutory reserve at the net cash surrender value. For benefits associated with all other contracts (“the GMWB Riders”), the reserves are calculated as the statutory reserves for the entire contract (i.e., the base contracts plus the GMWB Riders) minus the statutory reserves for the base contracts only (“Reserve Calculation Permitted Practice”); (iii) calculate its company action level risk-based capital as defined in Section 8301(13)(A) and, calculated using the risk-based capital factors and formulas prescribed by the NAIC, applying a factor of 0.62% to the XOL Asset Value; and (iv) annually perform a total company solvency analysis in lieu of cash flow testing and actuarial opinion and memorandum under Section 2010-2 of the Vermont Administrative Code. Without such permitted statutory accounting practices, the Company’s statutory capital and surplus (deficit) would be $( 594 ) million as of December 31, 2023, 158 Table of Contents and its risk-based capital would fall below the minimum regulatory requirements. FGL Insurance’s statutory carrying value of Corbeau Re was $ 171 million at December 31, 2023 FGL NY Insurance - As of December 31, 2023 and 2022, FGL NY Insurance did not follow any prescribed or permitted statutory accounting practices that differ from the NAIC's statutory accounting practices. Non-U.S. Companies Net income and capital and surplus of our wholly owned Bermuda and Cayman Islands regulated insurance subsidiaries under U.S. GAAP were as follows (in millions): Subsidiary (country of domicile) F&G Cayman Re (Cayman Islands) F&G Life Re (Bermuda) Statutory Net income (loss): Year ended December 31, 2023 $ 384 $ 151 Year ended December 31, 2022 ( 299 ) ( 339 ) Year ended December 31, 2021 99 94 Statutory Capital and Surplus (Deficit): December 31, 2023 $ 114 $ 11 December 31, 2022 ( 126 ) ( 138 ) Equity On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024, replacing the prior stock repurchase program that expired on July 31, 2021. We may make repurchases from time to time in the open market, in block purchases or in privately negotiated transactions, depending on market conditions and other factors. During the year ended December 31, 2023, we repurchased a total of 100,000 FNF common shares for an aggregate of $ 4 million or an average of $ 38.45 per share. Note Q - Leases Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842 are recorded when we are party to a contract, which conveys the right for us to control an asset for a specified period of time. Substantially all of our operating lease arrangements relate to rented office space and real estate for our title operations. We generally are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities under ASC Topic 842 are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheet as of December 31, 2023. Our operating leases range in term from one to ten years . As of December 31, 2023, the weighted-average remaining lease term of our operating leases was 4.3 years. Our lease agreements do not contain material variable lease payments, buyout options, residual value guarantees or restrictive covenants. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We do not include options to renew in our measurement of lease assets and lease liabilities as they are not considered reasonably assured of exercise. Our operating lease liability is determined by discounting future lease payments using a discount rate based on our incremental borrowing rate for similar collateralized borrowing. The discount rate is calculated as an average of the current yield on our unsecured notes payable and 140 basis points in excess of the current five year LIBOR swap rate. As of December 31, 2023, the weighted-average discount rate used to determine our operating lease liability was 4.2 %. We do not separate lease components from non-lease components for any of our right-of-use assets. Our lease costs are included in Other operating expenses on the Consolidated Statements of Earnings and was $ 137 million, $ 142 million and $ 139 million for the years ended December 31, 2023, 2022 and 2021, respectively. We do not have any material short term lease costs, variable lease costs, or sublease income. 159 Table of Contents Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2023, are as follows (in millions): 2024 $ 142 2025 106 2026 76 2027 46 2028 29 Thereafter 32 Total operating lease payments, undiscounted $ 431 Less: present value discount 37 Lease liability, at present value $ 394 See Note K Supplementary Cash Flow Information for certain information on noncash investing and financing activities related to our operating lease arrangements. Note R - Property and Equipment Property and equipment consist of the following: December 31, 2023 2022 (In millions) Furniture, fixtures and equipment $ 163 $ 235 Data processing equipment 145 212 Leasehold improvements 121 118 Buildings 95 84 Land 14 14 Other 6 7 Total property and equipment, gross 544 670 Accumulated depreciation and amortization ( 376 ) ( 491 ) Total property and equipment, net $ 168 $ 179 Depreciation expense on property and equipment was $ 55 million, $ 59 million and $ 45 million for the years ended December 31, 2023, 2022 and 2021, respectively. 160 Table of Contents Note S - Accounts Payable and Other Accrued Liabilities Accounts payable and other accrued liabilities consist of the following: December 31, 2023 2022 (In millions) Salaries and incentives $ 373 $ 390 Accrued benefits 437 408 URL 270 166 Deferred revenue 91 93 Contingent consideration - acquisitions 49 47 Trade accounts payable 339 156 Accrued recording fees and transfer taxes 15 12 Accrued premium taxes 3 20 Liability for policy and contract claims 92 109 Retained asset account 81 117 Remittances and items not allocated 284 225 Option collateral liabilities 588 178 Other accrued liabilities 387 405 $ 3,009 $ 2,326 The following tables roll forward URL for the years ended December 31, 2023 and December 31, 2022: Universal Life Total (In millions) Balance at January 1, 2023 $ 166 $ 166 Capitalization 119 119 Amortization ( 15 ) ( 15 ) Balance at December 31, 2023 $ 270 $ 270 Universal Life Total (In millions) Balance at January 1, 2022 $ 87 $ 87 Capitalization 89 89 Amortization ( 10 ) ( 10 ) Balance at December 31, 2022 $ 166 $ 166 For IUL the cash flow assumptions used to amortize URL reflect the company’s best estimates for policyholder behavior. We review cash flow assumptions annually, generally in the third quarter. In 2023, F&G undertook a review of all significant assumptions and there were changes to IUL assumptions involving surrender rates and premium persistency. In 2022, F&G undertook a review of all significant assumptions and there were no changes with a significant impact. 161 Table of Contents Note T — Income Taxes Income tax expense (benefit) on continuing operations consists of the following: Year Ended December 31, 2023 2022 2021 (In millions) Current $ 241 $ 331 $ 656 Deferred ( 49 ) 108 157 $ 192 $ 439 $ 813 Total income tax expense was allocated as follows: Year Ended December 31, 2023 2022 2021 (In millions) Net earnings from continuing operations $ 192 $ 439 $ 813 Other comprehensive earnings (loss): Unrealized gain (loss) on investments and other financial instruments 275 ( 1,198 ) ( 160 ) Unrealized gain (loss) on foreign currency translation and cash flow hedging 2 ( 4 ) — Changes in current discount rate - future policy benefits ( 50 ) 203 33 Changes in instrument - specific credit risk - market risk benefits ( 9 ) 18 3 F&G 15% Distribution ( 35 ) 9 — Minimum pension liability adjustment — 2 ( 2 ) Total income tax expense (benefit) allocated to other comprehensive earnings 183 ( 970 ) ( 126 ) Total income tax expense (benefit) $ 375 $ ( 531 ) $ 687 A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.4 2.0 1.4 Stock compensation ( 0.2 ) ( 0.1 ) ( 0.2 ) Tax credits ( 1.8 ) ( 0.7 ) ( 0.2 ) Valuation allowance for deferred tax assets 5.0 5.4 ( 0.4 ) Benefit on Capital Loss Carryback — ( 1.3 ) — Officers Compensation 1.2 0.4 0.2 Non-deductible expenses and other, net 0.1 ( 1.3 ) 1.0 Effective tax rate 27.7 % 25.4 % 22.8 % 162 Table of Contents The significant components of deferred tax assets and liabilities consist of the following: December 31, 2023 2022 (In millions) Deferred Tax Assets: Employee benefit accruals $ 116 $ 104 Net operating loss carryforwards 84 38 Derivatives — 67 Tax credits 119 74 Investment securities 686 952 Capital loss carryover 38 8 Life insurance and claim related adjustments 547 433 Funds held under reinsurance agreements 500 37 Market Risk Benefits 61 32 Bermuda corporate income tax net operating loss carryforward 24 — Other 26 36 Total gross deferred tax asset 2,201 1,781 Less: valuation allowance 197 151 Total deferred tax asset $ 2,004 $ 1,630 Deferred Tax Liabilities: Title plant $ ( 53 ) $ ( 53 ) Amortization of goodwill and intangible assets ( 98 ) ( 117 ) Other ( 8 ) ( 2 ) Depreciation ( 29 ) ( 32 ) Partnerships ( 152 ) ( 122 ) Value of business acquired ( 304 ) ( 339 ) Deferred acquisition costs ( 361 ) ( 209 ) Transition reserve on new reserve method ( 17 ) ( 25 ) Funds held under reinsurance agreements ( 621 ) ( 187 ) Title Insurance reserve discounting ( 18 ) ( 31 ) Total deferred tax liability $ ( 1,661 ) $ ( 1,117 ) Net deferred tax asset $ 343 $ 513 Our net deferred tax asset (liability) was $ 343 million and $ 513 million as of December 31, 2023 and 2022, respectively. The significant changes in the deferred taxes are as follows: the deferred tax asset for investment securities decreased by $ 266 million primarily due to unrealized losses recorded for investment securities, of which $ 11 million was related to a reduction in unrealized losses in our Title segment and $ 255 million was primarily due to unrealized capital gains on fixed maturities in our F&G segment's life insurance business. The deferred tax liability related to deferred acquisition costs increased by $ 152 million, which is consistent with the growth in sales in our F&G segment. The reinsurance receivable deferred tax asset increased by $ 463 million, and the reinsurance receivable deferred tax liability increased by $ 434 million both due to Modco reinsurance treatment of GAAP and tax reserves. The deferred tax asset relating to life insurance receivables increased by $ 114 million primarily due to GAAP reserves for the year increasing by more than the tax reserves for F&G. As of December 31, 2023, we have net operating losses ("NOLs") on a pretax basis of $ 401 million, of which $ 46 million relates to our Title segment and $ 355 million relates to our F&G segment's life insurance business, which are available to carryforward and offset future federal taxable income. The Title segment NOLs are U.S. federal NOLs arising from acquisitions made since 2012, including Buyers Protection Group, Inc., Digital Insurance Holdings, Inc. and THL Corporations (ServiceLink). Most of the NOLs are subject to an annual Internal Revenue Code Section 382 limitation. These losses will begin to expire in year 2034 and we fully anticipate utilizing the Title segment losses prior to expiration with the exception of $ 25 million of gross net operating losses that are offset by a $ 25 million valuation allowance in the Title segment. The F&G NOLs are primarily indefinite life U.S. federal NOLs arising from the life insurance business of which $ 68 million are subject to an annual Internal Revenue Code Section 382 limitation. 163 Table of Contents As of December 31, 2023 and 2022, we had $ 119 million and $ 74 million of tax credits, respectively, some of which have expiration dates and will begin to expire between 2029 and 2043. The credits primarily consist of general business credits and corporate alternative minimum tax credits, including $ 79 million associated with our F&G segment's life insurance business. The F&G segment's corporate alternative minimum tax credit has an indefinite life. We anticipate the remainder of the credits will be utilized prior to expiration with the exception of $ 28 million relating to general business credits in our Title segment which have a corresponding $ 28 million valuation allowance recorded. As of December 31, 2023, a full valuation allowance on the net deferred tax asset related to the Bermuda corporate income tax net operating loss carryforward of $ 24 million was recorded. This net change in the valuation allowance of $ 24 million was due to the 2023 enactment of the Bermuda Corporate Income Tax. As of December 31, 2023, a valuation allowance of $ 139 million on the net deferred tax asset for capital losses was recorded, of which $ 78 million related to our Title segment and $ 61 million related to our F&G segment. The net change in the capital loss valuation allowance was a $ 20 million increase for the year ended December 31, 2023. The increase to the valuation allowance was primarily due to a $ 31 million increase in the valuation allowance on unrealized capital losses in the F&G segment's life insurance business, offset by a decrease of $ 11 million in the valuation allowance on unrealized capital losses in the Title segment's bond portfolio. As of December 31, 2023 and 2022, the balance of unrecognized tax benefits that would, if recognized, favorably affect our effective tax rate was $ 0 million and $ 0 million , respectively. Interest and penalties accrued on income tax uncertainties are recorded as a component of income tax expense and were $ 0 million and $ 0 million , respectively, as of December 31, 2023, and 2022. A reconciliation of the beginning and ending unrecognized tax benefits is as follows (in millions): Year ended December 31, 2023 2022 Beginning balance $ — $ 60 Additions based on positions taken in current year — 1 Reductions related to IRS accepting refund, statute of limitation lapses and audit payments — ( 61 ) Ending balance $ — $ — F&G's life insurance subsidiaries, as well as certain F&G non-life subsidiaries file separate tax returns from the FNF consolidated group. Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2023, includes: $ 26 million of tax receivables related to the FNF consolidated group as well as $ 28 million of tax receivables and $ 372 million of deferred tax assets related to F&G subsidiaries who file separate tax returns. As of December 31, 2022, prepaid expenses and other assets included $ 26 million of tax receivables related to the FNF consolidated group as well as $ 28 million of tax receivables and $ 584 million of deferred tax assets related to the F&G subsidiaries. We continue to be a participant in the Internal Revenue Service (“IRS”) Compliance Assurance Process that is a real-time audit. Our 2022 U.S. federal income tax return is currently under audit by the IRS. The 2023 U.S. federal income tax return remains open to examination by the IRS. We file income tax returns in various foreign and US state jurisdictions. Our state income tax returns for the 2019 through 2023 tax years remain subject to examination by state jurisdictions. The F&G life insurance group files a separate consolidated return with the IRS. The F&G federal income tax returns for 2018 through the current period remain open to examination by the IRS. The Company considers its non-U.S. earnings to be indefinitely reinvested outside of the U.S. to the extent these earnings are not subject to the U.S. income tax under an anti-deferral tax regime. Given our intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable. 164 Table of Contents Note U - Employee Benefit Plans Stock Purchase Plan During the three-year period ended December 31, 2023, our eligible employees could voluntarily participate in our employee stock purchase plan (“ESPP”) sponsored by us. Pursuant to the ESPP, employees may contribute an amount between 3 % and 15 % of their base salary and certain commissions. We contribute varying amounts as specified in the ESPP. We contribu ted $ 30 million, $ 36 million, and $ 24 million to the ESPP in the years ended December 31, 2023 , 2022, and 2021, respectively, in accordance with our matching contribution. FNF 401(k) Profit Sharing Plan During the three-year period ended December 31, 2023 , we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees. Eligible employees may contribute up to 40 % of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. During the year ended December 31, 2021, we made an employer match on the 401(k) Plan of $ 0.375 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees. During the year ended December 31, 2022, we increased the employer match on the 401(k) Plan to $ 0.50 on each $1.00 contributed up to the first 6 % of eligible earnings contributed to the 401(k) Plan by employees. The employer match was $ 45 million, $ 50 million, and $ 36 million for the years ended December 31, 2023, 2022 and 2021, respectively, and was credited based on the participant's individual investment elections in the FNF 401(k) Plan. Omnibus Incentive Plan In 2005, we established the FNT 2005 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”) authorizing the issuance of up to 8 million shares of common stock, subject to the terms of the Omnibus Plan. On October 23, 2006; May 29, 2008; May 25, 2011; May 22, 2013; and June 15, 2016, the shareholders of FNF approved amendments to increase the number of shares for issuance under the Omnibus Plan by 16 million, 11 million, 6 million, 6 million and 10 million shares, respectively. The primary purpose of the increases were to assure that we had adequate means to provide equity incentive compensation to our employees on a going-forward basis. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents. As of December 31, 2023, there were 1,875,395 shares of restricted stock and no stock options outstanding under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors. Options vest over a 3 year period and have a contractual life o f 7 years. The exercise price for options granted equals the market price of the underlying stock on the grant date. Stock option grants vest according to certain time based and operating performance criteria. Option exercises by participants are settled on the open market. F&G Omnibus Incentive Plan On June 1, 2020, in connection with the acquisition of F&G, we assumed the shares that remained available for future awards under the FGL Holdings 2017 Omnibus Incentive Plan, as amended and restated (the “F&G Omnibus Plan”) and converted such shares into 2,096,429 shares of FNF common stock that may be issued pursuant to future awards granted under the F&G Omnibus Plan and 2,411,585 sh ares of FNF common stock that may be issued pursuant to outstanding stock options under the F&G Omnibus Plan. Each unvested stock option assumed under the F&G Omnibus Plan was converted into an FNF stock option and vests solely on the passage of time without any ongoing performance-vesting conditions. The options vest over a 3 year period, based on the option's initial grant date, and have a contractual life of 7 years. As of December 31, 2023, there were 181,479 shares of restricted stock and 643,623 stock options outstanding under the F&G Omnibus Plan. 165 Table of Contents FNF stock option transactions under the Omnibus Plan for 2023 , 2022, and 2021 are as follows: Options Weighted Average Exercise Price Exercisable Balance, January 1, 2021 2,321,413 $ 24.24 2,321,413 Exercised ( 1,325,300 ) 23.28 Balance, December 31, 2021 996,113 $ 25.53 996,113 Exercised ( 996,113 ) 25.53 Balance, December 31, 2022 — $ — — Exercised — — Balance, December 31, 2023 — $ — — FNF stock option transactions under the F&G Omnibus Plan for 2023, 2022 , and 2021 are as follows: Options Weighted Average Exercise Price Exercisable Balance January 1, 2021 2,002,690 $ 36.14 1,021,671 Exercised ( 474,754 ) 36.68 Canceled — — Balance, December 31, 2021 1,527,936 $ 35.97 1,072,584 Exercised ( 352,614 ) 38.79 Canceled ( 2,715 ) 28.00 Balance, December 31, 2022 1,172,607 $ 35.15 1,172,607 Exercised ( 502,414 ) 30.31 Canceled ( 26,570 ) 38.07 Balance, December 31, 2023 643,623 $ 38.80 643,623 FNF restricted stock transactions under the Omnibus Plan in 2023 , 2022, and 2021 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2020 1,716,555 $ 36.26 Granted 772,189 48.27 Canceled ( 7,577 ) 37.20 Vested ( 841,941 ) 36.15 Balance, December 31, 2021 1,639,226 $ 41.97 Granted 994,548 40.83 Vested ( 792,230 ) 41.44 Balance, December 31, 2022 1,841,544 $ 41.59 Granted 966,093 44.44 Canceled ( 23,975 ) 41.42 Vested ( 908,267 ) 40.26 Balance, December 31, 2023 1,875,395 $ 43.69 166 Table of Contents FNF restricted stock transactions under the F&G Omnibus Plan in 2023, 2022 , 2021 are as follows: Shares Weighted Average Grant Date Fair Value Balance, January 1, 2021 449,870 $ 34.11 Granted 311,081 48.28 Canceled ( 12,437 ) 33.40 Vested ( 29,873 ) 34.59 Balance, December 31, 2021 718,641 $ 40.24 Granted — — Canceled ( 78,551 ) 37.79 Vested ( 138,542 ) 34.11 Balance, December 31, 2022 501,548 $ 42.31 Granted — — Canceled ( 15,965 ) 45.63 Vested ( 304,104 ) 42.87 Balance, December 31, 2023 181,479 $ 41.08 The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2023 : Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Remaining Average Remaining Average Range of Number of Contractual Exercise Intrinsic Number of Contractual Exercise Intrinsic Exercise Prices Options Life Price Value Options Life Price Value (In years) (In millions) (In years) (In millions) $ 0.00 - $ 28.00 17,409 2.60 $ 28.00 $ — 17,409 2.60 $ 28.00 $ — $ 28.01 - $ 39.10 626,214 1.76 39.10 7 626,214 1.76 39.10 7 643,623 $ 7 643,623 $ 7 We account for stock-based compensation plans in accordance with GAAP on share-based payments, which requires that compensation cost relating to share-based payments be recognized in the consolidated financial statements based on the fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. The total fair value of restricted stock awards granted in the years ended December 31, 2023 , 2022 and 2021 was $ 43 million, $ 41 million, and $ 52 million, respectively. The total fair value of restricted stock awards, which vested in the years ended December 31, 2023 , 2022 and 2021 was $ 51 million, $ 38 million, and $ 43 million, respectively. Option awards are measured at fair value on the grant date using the Black Scholes Option Pricing Model. The intrinsic value of options exercised in the years ended December 31, 2023 , 2022 and 2021 was $ 8 million, $ 16 million, and $ 32 million, respectively. Net earnings attributable to FNF Shareholders reflects stock-based compensation expense amounts of $ 60 million for the year ended December 31, 2023, $ 49 million for the year ended December 31, 2022 , and $ 42 million for the year ended December 31, 2021 , which are included in personnel costs in the reported financial results of each period. At December 31, 2023 , the total unrecognized compensation cost related to non-vested stock option grants and restricted stock grants is $ 59 million, which is expected to be recognized in pre-tax income over a weighted average period of 1.75 years. Pension Plan In 2000, FNF merged with Chicago Title Corporation ("CTC"). In connection with the merger, we assumed CTC’s noncontributory defined contribution plan and noncontributory defined benefit pension plan (the “Pension Plan”). The Pension Plan covers certain CTC employees. The benefits are based on years of service and the employee’s average monthly compensation in the highest 60 consecutive calendar months during the 120 months ending at retirement or termination. Effective December 31, 2000, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary. The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan 167 Table of Contents being frozen as of December 31, 2000. Pursuant to GAAP on employers’ accounting for defined benefit pension and other post-retirement plans, the measurement date is December 31. The discount rate used to determine the benefit obligation as of December 31, 2023 and 2022 wa s 4.67 % and 4.85 %, respectively. As of December 31, 2023 and 2022, the projected benefit obligation was $ 64 million and $ 117 million, respectively, and the fair value of plan assets was $ 54 million and $ 112 million, respectively. The net pension liability and net periodic expense included in our financial position and results of operations relating to the Pension Plan is not considered material for any period presented. On May 1, 2023, we elected to terminate the Pension Plan, subject to approval by the Pension Benefit Guarantee Corporation and the receipt of a favorable determination letter from the Internal Revenue Service. Upon termination, the account balance of each participant in the Pension Plan shall become fully vested. Each remaining participant or beneficiary in the Pension Plan shall be given one of the following options with respect to termination of the Pension Plan: (i) a lump-sum distribution of the participant's account balance; or (ii) an annuity benefit equal to the participant’s account balance. Note V - Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk In the normal course of business, we and certain of our subsidiaries enter into off-balance sheet credit arrangements associated with certain aspects of the title insurance business and other activities. We generate a significant amount of title insurance premiums in Texas, California, Florida, Pennsylvania and Illinois. Title insurance premiums as a percentage of the total title insurance premiums written from those five states are detailed as follows: 2023 2022 2021 Texas 14.3 % 15.0 % 13.0 % California 13.0 % 12.0 % 14.6 % Florida 10.7 % 10.6 % 9.3 % Illinois 6.0 % 5.3 % 5.1 % Pennsylvania 4.9 % 5.2 % 5.1 % Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. We place cash equivalents and short-term investments with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution. Investments in commercial paper of industrial firms and financial institutions are rated investment grade by nationally recognized rating agencies. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up our customer base, thus spreading the trade receivables credit risk. We control credit risk through monitoring procedures. Note W - Recent Accounting Pronouncements Adopted Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-12, as clarified and amended by ASU 2019-09, Financial Services-Insurance: Effective Date and ASU 2020-11, Financial Services-Insurance: Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This update introduced the following requirements: assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being recognized in the statement of earnings; the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in accumulated other comprehensive income (loss) (“AOCI”); Market risk benefits (“MRB”) associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value recognized in earnings, except for the change attributable to instrument-specific credit risk, which is recognized in AOCI; deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins; instead, those balances must be amortized on a constant level basis over the expected term of the related contracts; deferred acquisition costs must be written off for unexpected contract terminations; and disaggregated roll forwards of beginning to ending balances of the liability for future policyholder benefits ("FPBs"), contractholder funds, MRBs, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed. We adopted this standard, which required the new guidance be applied as of the beginning of the earliest period presented or January 1, 2021, referred to as the transition date, and elected the full retrospective transition method. As a result of adoption, the Company recorded a cumulative-effect adjustment, which increased opening 2021 retained earnings by $ 75 million, net of tax. 168 Table of Contents The following table summarizes the balance of and changes in the FPB on January 1, 2021, due to adoption of ASU 2018-12 : Immediate annuities Traditional Life Total (3) Balance, December 31, 2020 $ 1,861 $ 2,144 $ 4,005 Cumulative effect of retrospective adoption (1) 201 ( 279 ) ( 78 ) Effect of remeasurement of liability at current discount rate (2) 113 88 201 Balance, January 1, 2021 $ 2,175 $ 1,953 $ 4,128 Less: Reinsurance Recoverable 322 793 1,115 Balance, January 1, 2021, net of reinsurance $ 1,853 $ 1,160 $ 3,013 (1) Adjustments for the cumulative effect of adoption of the new measurement guidance under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020, net of the effects of any change in the DPL. (2) The remeasurement of the liability at the current discount rate is reflected as an adjustment to opening AOCI upon the adoption of ASU 2018-12. (3) PRT was not written as of the transition date, January 1, 2021, and as a result is not presented in the transition adjustment roll forward. The following table summarizes the balance of and changes in VOBA on January 1, 2021 due to adoption of ASU 2018-12 (in millions): FIA Fixed rate annuities Immediate annuities Universal Life Traditional Life Total Balance, December 31, 2020 $ 1,208 $ 15 $ 86 $ 139 $ 18 $ 1,466 Adjustment for reversal of AOCI adjustments (1) 208 24 — 29 ( 29 ) 232 Cumulative effect of retrospective adoption (2) ( 14 ) 7 ( 5 ) ( 9 ) ( 1 ) ( 22 ) Transition opening balance adjustment (3) 69 2 145 5 43 264 Balance, January 1, 2021 $ 1,471 $ 48 $ 226 $ 164 $ 31 $ 1,940 (1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI. (2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method from the FNF Acquisition Date through December 31, 2020. (3) Adjustments for the change in VOBA due to the full retrospective adjustment of carrying amounts of acquired contracts as of the FNF Acquisition Date due to the adoption of ASU 2018-12. The following table summarizes the balance of and changes in DAC on January 1, 2021, due to adoption of ASU 2018-12 (in millions): FIA Fixed rate annuities Universal Life Total Balance, December 31, 2020 $ 167 $ 14 $ 41 $ 222 Adjustment for reversal of AOCI adjustments (1) 15 2 8 25 Cumulative effect of retrospective adoption (2) ( 1 ) — ( 1 ) ( 2 ) Balance, January 1, 2021 $ 181 $ 16 $ 48 $ 245 (1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI. (2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020. 169 Table of Contents The following table summarizes the balance of and changes in DSI on January 1, 2021, due to adoption of ASU 2018-12 (in millions): FIA Total Balance, December 31, 2020 $ 36 $ 36 Adjustment for reversal of AOCI adjustments (1) 5 5 Cumulative effect of retrospective adoption (2) 4 4 Balance, January 1, 2021 $ 45 $ 45 (1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI. (2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020. The following table summarizes the balance of and changes in URL on January 1, 2021, due to adoption of ASU 2018-12 : Universal Life Total Balance, December 31, 2020 $ 2 $ 2 Adjustment for reversal of AOCI adjustments (1) 25 25 Cumulative effect of retrospective adoption (2) 2 2 Balance, January 1, 2021 $ 29 $ 29 (1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI. (2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020. The following table summarizes the balance of and changes in the asset and liability position of MRBs on January 1, 2021, due to adoption of ASU 2018-12: FIA Fixed rate annuities Total Balance, December 31, 2020 - Carrying amount of MRBs under prior guidance (1) $ 531 $ — $ 531 Adjustment for reversal of AOCI adjustments (2) ( 116 ) — ( 116 ) Cumulative effect of the changes in the instrument-specific credit risk between the original contract issuance date and the transition date (3) 159 — 159 Remaining cumulative difference (exclusive of the instrument specific credit risk change) between December 31, 2020 carrying amount and fair value measurement for the MRBs (4) ( 96 ) 1 ( 95 ) Balance, January 1, 2021 - Market risk benefits at fair value $ 478 $ 1 $ 479 Less: Reinsurance Recoverable — — — Balance, January 1, 2021, net of reinsurance $ 478 $ 1 $ 479 (1) The pre-adoption balance as of December 31, 2020 balance for MRBs represents the contract features that meet the definition of an MRB under ASU 2018-12 and the related carrying amount of those features prior to the ASU. Those contract features were previously accounted for at fair value as a derivative or embedded derivative under ASC 815 or as an additional liability for annuitization benefits or death or other insurance benefits under ASC 944. (2) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI. (3) The cumulative effective of the change in instrument-specific credit risk between the FNF Acquisition Date or, if later, the original contract issuance date and the transition date to ASU 2018-12, which is recorded as an adjustment to opening AOCI. (4) The cumulative difference (exclusive of instrument-specific credit risk change) between the pre-adoption carrying amount and the fair value measurement for MRBs is recorded as an adjustment to opening retained earnings. 170 Table of Contents The following table presents the effect of transition adjustments on Equity on January 1, 2021 due to the adoption of ASU 2018-12 (in millions): January 1, 2021 Retained Earnings AOCI Contractholder funds $ 101 $ 115 MRB 30 ( 160 ) FPB ( 14 ) ( 159 ) VOBA ( 21 ) 233 DAC ( 1 ) 5 Increase to Equity, gross of tax $ 95 $ 34 Tax impact 20 9 Increase to Equity, net of tax $ 75 $ 25 For MRBs, the transition adjustment reflected within the Consolidated Statements of Comprehensive Earnings relates to the cumulative effect of changes in the instrument-specific credit risk between contract issue date and transition date. The remaining difference between the fair value and carrying amount of the MRBs at transition, excluding the amounts recorded in the Consolidated Statements of Comprehensive Earnings, was recorded as an adjustment to Retained Earnings as of the transition date. For the FPB, the net transition adjustment is primarily related to the difference in the discount rate used pre-transition and the discount rate at January 1, 2021, partially offset by the removal of provisions for adverse deviation from the cash flow assumptions used in the FPB calculation. At transition, we did not identify any instances, at the cohort level, where net premiums exceeded gross premiums. Before the adoption of ASU 2018-12, VOBA was amortized consistent with DAC, which was amortized over the lives of the policies in relation to the expected emergence of estimated gross profits (“EGPs”). Based on our historical practice of using consistent amortization methods for VOBA and DAC, we elected to change the amortization method for VOBA associated with fixed rate annuities, FIAs, and IUL/Universal Life (“UL”) products to maintain consistency with the amortization method for DAC. At transition, VOBA associated with these product types is amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Additionally, at transition, shadow adjustments previously recorded in the Consolidated Statements of Comprehensive Earnings, consistent with the historic amortization of DAC, have been removed. For DAC, DSI and URL, we removed shadow adjustments previously recorded in the Consolidated Statements of Comprehensive Earnings for the impact of unrealized gains and losses that were included in the pre-transition expected gross profits amortization calculation as of the transition date. In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the Troubled Debt Restructuring ("TDR") recognition and measurement guidance for creditors and, instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, these amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. The guidance is effective for entities that have adopted ASU 2016-13 Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption is permitted. We adopted this standard as of January 1, 2023, and it did not have a material impact on our Consolidated Financial Statements and related disclosures upon adoption. Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction and clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. Additionally, the amendments require the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s), and the circumstances that could cause a lapse in the restriction(s). The amendments in this update do not change the principles of fair value measurement, rather, they clarify those 171 Table of Contents principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, though early adoption is permitted. We do not expect this guidance to have a material impact on our Consolidated Financial Statements and related disclosures upon adoption. We do not currently plan to early adopt this standard. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of a segment’s profit or loss. In addition, the amendments enhance interim disclosure requirements that are currently required annually, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. The amendments in this update are incremental to the current requirements of Topic 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The enhanced segment disclosure requirements apply retrospectively to all prior periods presented in the financial statements. The significant segment expense and other segment item amounts disclosed in prior periods shall be based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this update are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted , and the updates must be applied retrospectively to all periods presented in the financial statements . We do not currently expect to early adopt this standard and are in the process of assessing its impact on our disclosures upon adoption. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency of the income tax disclosures by expanding on the disclosures required annually. The amendments require entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes, in addition to providing details about the reconciling items in some categories if above a quantitative threshold. Additionally, the amendments require annual disclosure of income taxes paid (net of refunds received) disaggregated by jurisdiction based on a quantitative threshold. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis, and retrospective application is permitted. We do not currently expect to early adopt this standard and are in the process of assessing its impact on our disclosures upon adoption. Note X - Market Risk Benefits The following table presents the balances of and changes in MRBs associated with FIAs and fixed rate annuities for the years ended December 31, 2023, December 31, 2022, and December 31, 2021: December 31, 2023 December 31, 2022 December 31, 2021 FIA Fixed rate annuities FIA Fixed rate annuities FIA Fixed rate annuities (Dollars in millions) Balance, beginning of period, net liability $ 164 $ 1 $ 426 $ 2 $ 478 $ 1 Balance, beginning of period, before effect of changes in the instrument-specific credit risk $ 102 $ 1 $ 280 $ 1 $ 320 $ 1 Issuances and benefit payments ( 10 ) — ( 21 ) — ( 9 ) — Attributed fees collected and interest accrual 131 — 107 1 99 1 Actual policyholder behavior different from expected 27 — 43 — ( 22 ) — Changes in assumptions and other 29 — ( 76 ) — — — Effects of market related movements ( 70 ) — ( 231 ) ( 1 ) ( 108 ) ( 1 ) Balance, end of period, before effect of changes in the instrument-specific credit risk $ 209 $ 1 $ 102 $ 1 $ 280 $ 1 Effect of changes in the instrument-specific credit risk 105 — 62 — 146 1 Balance, end of period, net liability $ 314 $ 1 $ 164 $ 1 $ 426 $ 2 Weighted-average attained age of policyholders weighted by total AV (years) 68.28 72.59 68.59 72.88 68.95 73.10 Net amount at risk $ 1,059 $ 2 $ 952 $ 3 $ 1,304 $ 4 The following table reconciles MRBs by amounts in an asset position and amounts in a liability position to the MRBs amounts in the Consolidated Balance Sheets: 172 Table of Contents December 31, 2023 December 31, 2022 December 31, 2021 Asset Liability Net Asset Liability Net Asset Liability Net (In millions) FIA 88 402 314 117 281 164 41 467 426 Fixed rate annuities — 1 1 — 1 1 — 2 2 Total $ 88 $ 403 $ 315 $ 117 $ 282 $ 165 $ 41 $ 469 $ 428 2023 . The net MRB liability increased for the year ended December 31, 2023, primarily as a result of attributed fees collected, increases as a result of actual policyholder behavior different than expected and changes in assumptions and other as discussed below. These increases were partially offset by the effects of market related movements, including the impacts of higher risk-free rates and increases in the equity market related projections. For the year ended December 31, 2023, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase in risk-free rates leading to a favorable change in the MRBs associated with FIA and fixed rate annuities; increases in the equity market related projections resulted in a decrease in the net amount at risk associated with FIAs, lead to a favorable change in the value of the associated MRBs; and F&G’s credit spread decreased, leading to a corresponding unfavorable change in the MRBs associated with both FIA and fixed rate annuities. In addition, the cash flow assumptions used to calculate MRBs reflect the company’s best estimates for policyholder behavior. We review cash flow assumptions annually, generally in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuities (FIA and fixed rate annuities) with MRBs including surrender rates, partial withdrawal rates, mortality improvement, and option budgets. All updates to these assumptions brought us more in line with our Company and overall industry experience since the prior assumption update. These updates, in total, led to an unfavorable change in the MRB balance during the third quarter of 2023. Additionally, in the fourth quarter of 2023, an update to the industry future mortality improvement table led to a corresponding update in our future mortality improvement assumption, which led to an unfavorable change in the MRB balance during the fourth quarter of 2023. 2022 . The net MRB liability decreased for the year ended December 31, 2022, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and changes in assumptions and other as discussed below, partially offset by attributed fees collected and increases as a result of actual policyholder behavior different than expected. For the year ended December 31, 2022, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities; decreases in the equity markets resulting in an increase in the net amount at risk associated with FIAs, leading to an unfavorable change in the value of the associated MRBs; and volatility indices increased, leading to an unfavorable change in the MRBs associated with FIAs. Cash flow assumptions for mortality and full and partial surrenders were unchanged during the annual third quarter review in 2022. The GMWB utilization assumption was revised in the second quarter of 2022 to reflect additional internal and industry experience for the first several contract years. This assumption update led to a decrease in the net MRB liability. In addition, F&G’s credit spread increased during 2022, leading to a corresponding decrease in the net MRB liability. Credit spreads on the block of business remain lower than the at-issue or at-purchase credit spreads, but the level has decreased since the beginning of 2022. 2021 . The net MRB liability decreased for the year ended December 31, 2021, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and decreases as a result of actual policyholder behavior different than expected, partially offset by attributed fees collected. For the year ended December 31, 2021, notable changes made to the inputs to the fair value estimates of MRBs calculations included a moderate increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities and increases in the equity markets resulting in a decrease in the net amount at risk associated with FIAs, leading to a favorable change in the value of the associated MRBs. 173 Table of Contents Note Y — Contractholder Funds The following tables summarize balances of and changes in contractholder funds’ account balances: December 31, 2023 FIA Fixed rate annuities Universal Life FABN (b) FHLB (b) (Dollars in millions) Balance, beginning of year $ 24,766 $ 9,358 $ 2,112 $ 2,613 $ 1,982 Issuances 4,722 5,061 199 — 1,256 Premiums received 103 1 382 — — Policy charges (a) ( 182 ) — ( 261 ) — — Surrenders and withdrawals ( 2,005 ) ( 1,142 ) ( 90 ) — — Benefit payments ( 526 ) ( 240 ) ( 27 ) ( 53 ) ( 763 ) Interest credited 270 405 76 54 64 Other 16 — — ( 1 ) — Balance, end of year $ 27,164 $ 13,443 $ 2,391 $ 2,613 $ 2,539 Embedded derivative adjustment (c) 243 — 84 — — Gross Liability, end of period $ 27,407 $ 13,443 $ 2,475 $ 2,613 $ 2,539 Less: Reinsurance ( 17 ) ( 7,520 ) ( 894 ) — — Net Liability, after Reinsurance $ 27,390 $ 5,923 $ 1,581 $ 2,613 $ 2,539 Weighted-average crediting rate 1.40 % 4.85 % 3.44 % N/A N/A Net amount at risk (d) N/A N/A $ 60,389 N/A N/A Cash surrender value (e) $ 25,099 $ 12,505 $ 1,872 N/A N/A (a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance. (b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials. (c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives. (d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. (e) These amounts are gross of reinsurance 174 Table of Contents December 31, 2022 FIA Fixed rate annuities Universal Life FABN (b) FHLB (b) (Dollars in millions) Balance, beginning of year $ 21,997 $ 6,367 $ 1,907 $ 1,904 $ 1,543 Issuances 4,462 3,758 167 700 1,192 Premiums received 106 3 295 — — Policy charges (a) ( 166 ) ( 1 ) ( 209 ) — — Surrenders and withdrawals ( 1,322 ) ( 797 ) ( 74 ) — — Benefit payments ( 485 ) ( 192 ) ( 22 ) ( 35 ) ( 789 ) Interest credited 198 220 48 45 36 Other ( 24 ) — — ( 1 ) — Balance, end of year $ 24,766 $ 9,358 $ 2,112 $ 2,613 $ 1,982 Embedded derivative adjustment (c) ( 343 ) — 15 — — Gross Liability, end of period $ 24,423 $ 9,358 $ 2,127 $ 2,613 $ 1,982 Less: Reinsurance ( 17 ) ( 3,723 ) ( 947 ) — — Net Liability, after Reinsurance $ 24,406 $ 5,635 $ 1,180 $ 2,613 $ 1,982 Weighted-average crediting rate 0.85 % 2.84 % 2.39 % N/A N/A Net amount at risk (d) N/A N/A $ 53,348 N/A N/A Cash surrender value (e) $ 23,049 $ 8,744 $ 1,698 N/A N/A (a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance. (b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials. (c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives. (d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. (e) These amounts are gross of reinsurance December 31, 2021 FIA Fixed rate annuities Universal Life FABN (b) FHLB (b) (Dollars in millions) Balance, beginning of year $ 18,703 $ 5,142 $ 1,696 $ — $ 1,203 Issuances 4,400 1,743 114 1,899 759 Premiums received 103 3 233 — — Policy charges (a) ( 148 ) ( 1 ) ( 167 ) — — Surrenders and withdrawals ( 1,303 ) ( 543 ) ( 68 ) — — Benefit payments ( 440 ) ( 145 ) ( 19 ) ( 7 ) ( 447 ) Interest credited 686 167 118 12 30 Other ( 4 ) 1 — — ( 2 ) Balance, end of year $ 21,997 $ 6,367 $ 1,907 $ 1,904 $ 1,543 Embedded derivative adjustment (c) 603 — 74 — — Gross Liability, end of period $ 22,600 $ 6,367 $ 1,981 $ 1,904 $ 1,543 Less: Reinsurance ( 17 ) ( 1,692 ) ( 984 ) — — Net Liability, after Reinsurance $ 22,583 $ 4,675 $ 997 $ 1,904 $ 1,543 Weighted-average crediting rate 3.43 % 2.94 % 6.77 % N/A N/A Net amount at risk (d) N/A N/A $ 41,326 N/A N/A Cash surrender value (e) $ 20,455 $ 5,992 $ 1,572 N/A N/A (a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance. (b) FABN and FHLB are considered funding agreements that are investment contracts which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials. (c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives. (d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. (e) These amounts are gross of reinsurance 175 Table of Contents The following table reconciles contractholder funds’ account balances to the contractholder funds liability in the Consolidated Balance Sheets: December 31, 2023 December 31, 2022 December 31, 2021 (In millions) FIA $ 27,407 $ 24,423 $ 22,600 Fixed rate annuities 13,443 9,358 6,367 Immediate annuities 311 332 352 Universal life 2,475 2,127 1,981 Traditional life 5 5 5 Funding Agreement-FABN 2,613 2,613 1,904 FHLB 2,539 1,982 1,543 PRT 5 3 1 Total $ 48,798 $ 40,843 $ 34,753 Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees. During the third quarter of 2023 and for the year ended December 31, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder behavior. These changes resulted in an increase in total benefits and other changes in policy reserves of approximately $ 73 million for the year ended December 31, 2023. 176 Table of Contents The following tables present the account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between rates being credited to policyholders and the respective guaranteed minimums: December 31, 2023 Range of guaranteed minimum crediting rate At Guaranteed Minimum 1 Basis Point- 50 Basis Points Above 51 Basis Points- 150 Basis Points Above Greater Than 150 Basis Points Above Total FIA (In millions) 0.00%-1.50% $ 22,392 $ 1,444 $ 526 $ 1,953 $ 26,315 1.51%-2.50% 196 1 24 250 471 Greater than 2.50% 377 1 — — 378 Total $ 22,965 $ 1,446 $ 550 $ 2,203 $ 27,164 Fixed Rate Annuities 0.00%-1.50% $ 23 $ 25 $ 1,532 $ 10,271 $ 11,851 1.51%-2.50% 5 8 23 453 489 Greater than 2.50% 893 2 4 204 1,103 Total $ 921 $ 35 $ 1,559 $ 10,928 $ 13,443 Universal Life 0.00%-1.50% $ 1,987 $ 5 $ — $ 21 $ 2,013 1.51%-2.50% — — — — — Greater than 2.50% 361 16 1 — 378 Total $ 2,348 $ 21 $ 1 $ 21 $ 2,391 December 31, 2022 Range of guaranteed minimum crediting rate At Guaranteed Minimum 1 Basis Point- 50 Basis Points Above 51 Basis Points- 150 Basis Points Above Greater Than 150 Basis Points Above Total FIA (In millions) 0.00%-1.50% $ 22,848 $ 801 $ 410 $ 151 $ 24,210 1.51%-2.50% 162 — 1 — 163 Greater than 2.50% 390 — 3 — 393 Total $ 23,400 $ 801 $ 414 $ 151 $ 24,766 Fixed Rate Annuities 0.00%-1.50% $ 10 $ 32 $ 1,871 $ 6,379 $ 8,292 1.51%-2.50% 9 14 30 1 54 Greater than 2.50% 997 4 4 7 1,012 Total $ 1,016 $ 50 $ 1,905 $ 6,387 $ 9,358 Universal Life 0.00%-1.50% $ 1,701 $ 3 $ — $ 17 $ 1,721 1.51%-2.50% — — — — — Greater than 2.50% 346 44 1 — 391 Total $ 2,047 $ 47 $ 1 $ 17 $ 2,112 177 Table of Contents December 31, 2021 Range of guaranteed minimum crediting rate At Guaranteed Minimum 1 Basis Point- 50 Basis Points Above 51 Basis Points- 150 Basis Points Above Greater Than 150 Basis Points Above Total FIA (In millions) 0.00%-1.50% $ 20,162 $ 803 $ 388 $ — $ 21,353 1.51%-2.50% 171 11 25 — 207 Greater than 2.50% 431 3 3 — 437 Total $ 20,764 $ 817 $ 416 $ — $ 21,997 Fixed Rate Annuities 0.00%-1.50% $ 2 $ 28 $ 1,928 $ 3,219 $ 5,177 1.51%-2.50% 9 15 37 1 62 Greater than 2.50% 954 142 25 7 1,128 Total $ 965 $ 185 $ 1,990 $ 3,227 $ 6,367 Universal Life 0.00%-1.50% $ 1,486 $ 2 $ — $ 13 $ 1,501 1.51%-2.50% — — — — — Greater than 2.50% 359 46 1 — 406 Total $ 1,845 $ 48 $ 1 $ 13 $ 1,907 178 Table of Contents Note Z — Future Policy Benefits The following table summarizes balances and changes in the present value of expected net premiums and the present value of the expected FPB for nonparticipating traditional contracts: December 31, 2023 December 31, 2022 December 31, 2021 Expected net premiums (Dollars in millions) Balance, beginning of year $ 797 $ 1,020 $ 1,152 Beginning balance at original discount rate 974 1,045 1,131 Effect of actual variances from expected experience ( 1 ) 33 25 Balance adjusted for variances from expectation $ 973 $ 1,078 $ 1,156 Interest accrual 19 20 22 Net premiums collected ( 118 ) ( 124 ) ( 133 ) Ending Balance at original discount rate $ 874 $ 974 $ 1,045 Effect of changes in discount rate assumptions ( 152 ) ( 177 ) ( 25 ) Balance, end of year $ 722 $ 797 $ 1,020 Expected FPB Balance, beginning of year $ 2,151 $ 2,772 $ 3,105 Beginning balance at original discount rate 2,665 2,806 2,995 Effect of actual variances from expected experience ( 24 ) 13 ( 14 ) Balance adjusted for variances from expectation $ 2,641 $ 2,819 $ 2,981 Interest accrual 56 59 62 Benefits payments ( 205 ) ( 213 ) ( 237 ) Ending Balance at original discount rate $ 2,492 $ 2,665 $ 2,806 Effect of changes in discount rate assumptions ( 421 ) ( 514 ) ( 34 ) Balance, end of year $ 2,071 $ 2,151 $ 2,772 Net liability for future policy benefits $ 1,349 $ 1,354 $ 1,752 Less: Reinsurance recoverable 413 612 749 Net liability for future policy benefits, after reinsurance recoverable $ 936 $ 742 $ 1,003 Weighted-average duration of liability for future policyholder benefits (years) 7.36 7.58 8.54 179 Table of Contents The following tables summarize balances and changes in the present value of the expected FPB for limited-payment contracts: December 31, 2023 December 31, 2022 December 31, 2021 PRT Balance, beginning of year $ 2,165 $ 1,148 $ — Beginning balance at original discount rate 2,475 1,151 — Effect of changes in cash flow assumptions ( 9 ) ( 20 ) — Effect of actual variances from expected experience ( 7 ) 2 — Balance adjusted for variances from expectation $ 2,459 $ 1,133 $ — Issuances 2,041 1,418 1,155 Interest accrual 109 50 2 Benefits payments ( 258 ) ( 126 ) ( 6 ) Ending Balance at original discount rate $ 4,351 $ 2,475 $ 1,151 Effect of changes in discount rate assumptions ( 162 ) ( 310 ) ( 3 ) Balance, end of year $ 4,189 $ 2,165 $ 1,148 Net liability for future policy benefits $ 4,189 $ 2,165 $ 1,148 Less: Reinsurance recoverable — — — Net liability for future policy benefits, after reinsurance recoverable $ 4,189 $ 2,165 $ 1,148 Weighted-average duration of liability for future policyholder benefits (years) 8.23 8.09 8.75 December 31, 2023 December 31, 2022 December 31, 2021 Immediate annuities Balance, beginning of year $ 1,429 $ 1,954 $ 2,153 Beginning balance at original discount rate 1,858 1,935 2,040 Effect of changes in cash flow assumptions — — — Effect of actual variances from expected experience ( 15 ) ( 26 ) ( 47 ) Balance adjusted for variances from expectation $ 1,843 $ 1,909 $ 1,993 Issuances 22 26 18 Interest accrual 51 60 60 Benefits payments ( 128 ) ( 137 ) ( 136 ) Ending Balance at original discount rate $ 1,788 $ 1,858 $ 1,935 Effect of changes in discount rate assumptions ( 373 ) ( 429 ) 19 Balance, end of year $ 1,415 $ 1,429 $ 1,954 Net liability for future policy benefits $ 1,415 $ 1,429 $ 1,954 Less: Reinsurance recoverable 116 118 145 Net liability for future policy benefits, after reinsurance recoverable $ 1,299 $ 1,311 $ 1,809 Weighted-average duration of liability for future policyholder benefits (years) 12.47 11.76 13.61 180 Table of Contents The following tables summarize balances and changes in the liability for DPL for limited-payment contracts: December 31, 2023 December 31, 2022 December 31, 2021 Immediate annuities PRT Immediate annuities PRT Immediate annuities PRT (In millions) Balance, beginning of year $ 69 $ 4 $ 57 $ 7 $ 22 $ — Effect of modeling changes 4 — — — — — Effect of changes in cash flow assumptions — 1 — ( 2 ) — — Effect of actual variances from expected experience 16 5 16 — 39 — Balance adjusted for variances from expectation 89 10 73 5 61 — Issuances 3 — 1 — — 7 Interest accrual 2 1 2 — 2 — Amortization ( 7 ) ( 1 ) ( 7 ) ( 1 ) ( 6 ) — Balance, end of year $ 87 $ 10 $ 69 $ 4 $ 57 $ 7 The following table reconciles the net FPB to the FPB in the Consolidated Balance Sheets. The DPL for Immediate Annuities and PRT is presented together with the FPB in the Consolidated Balance Sheets and has been included as a reconciling item in the table below: December 31, 2023 December 31, 2022 December 31, 2021 (In millions) Traditional Life $ 1,349 $ 1,354 $ 1,752 Immediate annuities 1,415 1,429 1,954 PRT 4,189 2,165 1,148 Immediate annuities DPL 87 69 57 PRT DPL 10 4 7 Total $ 7,050 $ 5,021 $ 4,918 The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses for nonparticipating traditional and limited-payment contracts: Undiscounted Discounted December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Traditional Life (In millions) Expected future benefit payments $ 2,935 $ 3,132 $ 2,075 $ 2,640 Expected future gross premiums 1,082 1,209 789 1,043 Immediate annuities Expected future benefit payments $ 3,291 $ 3,434 $ 1,413 $ 1,858 Expected future gross premiums — — — — PRT Expected future benefit payments $ 6,709 $ 3,569 $ 4,350 $ 2,472 Expected future gross premiums — — — — The following table summarizes the amount of revenue and interest related to nonparticipating traditional and limited-payment contracts recognized in the Consolidated Statements of Earnings: Gross Premiums (a) Interest Expense (b) December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2023 December 31, 2022 December 31, 2021 (In millions) Traditional Life $ 123 $ 137 $ 152 $ 37 $ 39 $ 40 Immediate annuities 24 23 16 51 60 60 PRT 1,964 1,362 1,146 109 50 2 Total $ 2,111 $ 1,522 $ 1,314 $ 197 $ 149 $ 102 (a) Included in Life insurance premiums and other fees on the Consolidated Statements of Earnings. 181 Table of Contents (b) Included in Benefits and other changes in policy reserves (remeasurement gains (losses) (a)) on the Consolidated Statements of Earnings. The following table presents the weighted-average interest rate: December 31, 2023 December 31, 2022 December 31, 2021 Traditional Life Interest accretion rate 2.33 % 2.32 % 2.29 % Current discount rate 5.03 % 5.37 % 2.41 % Immediate annuities Interest accretion rate 3.14 % 3.07 % 3.04 % Current discount rate 4.98 % 5.21 % 3.07 % PRT Interest accretion rate 4.61 % 3.20 % 1.20 % Current discount rate 5.03 % 5.40 % 2.79 % The following tables summarize the actual experience and expected experience for mortality and lapses of the FPB: December 31, 2023 Traditional Life Immediate annuities PRT Mortality Actual experience 1.7 % 3.2 % 3.2 % Expected experience 1.4 % 1.8 % 2.3 % Lapses Actual experience — % — % — % Expected experience 0.3 % — % — % December 31, 2022 Traditional Life Immediate annuities PRT Mortality Actual experience 1.5 % 3.0 % 1.9 % Expected experience 1.3 % 1.9 % 2.5 % Lapses Actual experience — % — % — % Expected experience 0.3 % — % — % December 31, 2021 Traditional Life Immediate annuities PRT Mortality Actual experience 1.7 % 4.2 % — % Expected experience 1.3 % 2.0 % — % Lapses Actual experience 0.1 % — % — % Expected experience 0.3 % — % — % The following table provides additional information for periods in which a cohort has an NPR > 100% (and therefore capped at 100%) (dollars in millions): December 31, 2022 Cohort X Description (a) Net Premium Ratio before capping 100 % Term with ROP Non-NY Cohort Reserves before NP Ratio capping $ 1,172 Term with ROP Non-NY Cohort Reserves after NP Ratio capping $ 1,173 Term with ROP Non-NY Cohort Loss Expense — Term with ROP Non-NY Cohort (a) Return of Premium (“ROP”) 182 Table of Contents F&G realized actual-to-expected experience variances and made changes to assumptions during the years ended December 31, 2023 and 2022 as follows: Traditional life Significant assumption inputs to the calculation of the FPB for traditional life include mortality, lapses (including lapses due to nonpayment of premium and surrenders for cash surrender value), and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised the lapse assumption, resulting in a slight decrease to the FPB. There have been no other significant changes. Market data that underlies current discount rates was updated in 2023 from that utilized in 2022 resulting in decreased discount rates that drove a material increase to the FPB. In 2022, F&G similarly undertook a review in the third quarter of the significant cash flow assumptions and did not make any changes to mortality or lapses. Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected net premiums and expected FPBs due to discount rate changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022. Immediate annuities (life contingent) Significant assumption inputs to the calculation of the FPB for immediate annuities (life contingent) include mortality and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. In 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality. Market data that underlies current discount rates was updated in 2023 from that utilized in 2022, resulting in decreased discount rates that drove a material increase to the FPB. In 2022, F&G similarly undertook a review of the significant cash flow assumptions and did not make any changes to those assumptions. Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022. PRT (life contingent) Significant assumption inputs to the calculation of the FPB for PRT (life contingent) include mortality and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. In 2023, F&G undertook a review of the significant cash flow assumptions and did not make any changes to mortality. Market data that underlies current discount rates was updated in 2023 from that utilized in 2022 resulting in decreased discount rates that drove a material increase to the FPB. In 2022, F&G similarly undertook a review of the significant cash flow assumption and did not make any changes to mortality. Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022. Premium deficiency testing F&G conducts annual premium deficiency testing for its long-duration contracts except for the FPB for nonparticipating traditional and limited-payment contracts. F&G also conducts annual premium deficiency testing for the VOBA of all long-duration contracts. Premium deficiency testing is performed by reviewing assumptions used to calculate the insurance liabilities and determining whether the sum of the existing contract liabilities and the present value of future gross premiums is sufficient to cover the present value of future benefits to be paid to or on behalf of policyholders and settlement costs and recover unamortized present value of future profits. Anticipated investment income, based on F&G’s experience, is considered when performing premium deficiency testing for long-duration contracts. During 2023 and 2022, F&G was not required to establish any additional liabilities as a result of premium deficiency testing. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 183 Table of Contents