SEC Filing - Fidelity National Financial

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fnf-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-32630

https://cdn.kscope.io/39281b9decf53fc39eca8e7c34307afe-fnf-20220930_g1.jpg

FIDELITY NATIONAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware						16-1725106
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

601 Riverside Avenue

Jacksonville, Florida, 32204

(Address of principal executive offices, including zip code)

(904) 854-8100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

FNF Common Stock, $0.0001 par value

FNF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ or No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ or No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting Company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No ☒

The number of shares outstanding of the Registrant's common stock as of October 31, 2022 were:

FNF Common Stock 272,132,047

Table of Contents

FORM 10-Q

QUARTERLY REPORT

Quarter Ended September 30, 2022

TABLE OF CONTENTS


			Page

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:			2
Condensed Consolidated Balance Sheets (unaudited)			3
Condensed Consolidated Statements of Earnings (unaudited)			4
Condensed Consolidated Statements of Comprehensive Earnings (unaudited)			5
Condensed Consolidated Statements of Equity (unaudited)			6
Condensed Consolidated Statements of Cash Flows (unaudited)			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			51
Item 3. Quantitative and Qualitative Disclosures about Market Risk			83
Item 4. Controls and Procedures			84

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			85
Item 1A. Risk Factors			86
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			85


Item 6. Exhibits			85
Signatures			86

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share data)


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value, at September 30, 2022 and December 31, 2021, at an amortized cost of $36,277 and $30,705, respectively, net of allowance for credit losses of $22 and $8, respectively, and includes pledged fixed maturity securities of $459 and $460, respectively, related to secured trust deposits	$	31,321	$	31,990
Preferred securities, at fair value	1,134		1,401
Equity securities, at fair value	704		1,263
Derivative investments	108		816
Mortgage loans, net of allowance for credit losses of $38 and $31 at September 30, 2022 and December 31, 2021, respectively	4,533		3,749
Investments in unconsolidated affiliates	2,986		2,486
Other long-term investments	648		579
Short-term investments, at September 30, 2022 and December 31, 2021 includes pledged short-term investments of $2 and $1, respectively, related to secured trust deposits	1,386		491
Total investments	42,820		42,775
Cash and cash equivalents, at September 30, 2022 and December 31, 2021 includes $423 and $480, respectively, of pledged cash related to secured trust deposits	2,474		4,360
Trade and notes receivables, net of allowance for credit losses of $34 and $32 at September 30, 2022 and December 31, 2021, respectively	530		557


Reinsurance recoverable, net of allowance for credit losses of $19 and $20 at September 30, 2022 and December 31, 2021, respectively	4,827		3,738
Goodwill	4,609		4,539
Prepaid expenses and other assets	2,069		1,203
Lease assets	397		376
Other intangible assets, net	3,838		2,557
Title plants	418		400
Property and equipment, net	182		185


Total assets	$	62,164	$	60,690
LIABILITIES AND EQUITY
Liabilities:
Contractholder funds	$	39,127	$	35,525
Future policy benefits	5,734		4,732
Accounts payable and accrued liabilities	2,438		2,696
Notes payable	2,693		3,096
Reserve for title claim losses	1,853		1,883
Funds withheld for reinsurance liabilities	2,900		1,676
Secured trust deposits	1,043		934
Lease liabilities	435		414
Income taxes payable	63		72
Deferred tax liability	79		205

Total liabilities	56,365		51,233


Equity:

FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of September 30, 2022 and December 31, 2021; outstanding of 272,626,430 and 283,778,574 as of September 30, 2022 and December 31, 2021, respectively, and issued of 326,711,963 and 325,486,429 as of September 30, 2022 and December 31, 2021, respectively	—		—

Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none	—		—
Additional paid-in capital	5,885		5,811
Retained earnings	5,069		4,369
Accumulated other comprehensive (loss) earnings	(3,186)		779
Less: Treasury stock, 54,085,533 shares and 41,707,855 shares as of September 30, 2022 and December 31, 2021, respectively, at cost	(2,056)		(1,545)
Total Fidelity National Financial, Inc. shareholders’ equity	5,712		9,414
Non-controlling interests	87		43
Total equity	5,799		9,457
Total liabilities and equity	$	62,164	$	60,690

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in millions, except per share data)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Revenues:
Direct title insurance premiums	$	688	$	896	$	2,314	$	2,546
Agency title insurance premiums	966		1,318		3,268		3,632
Escrow, title-related and other fees	1,372		1,324		3,444		3,123

Interest and investment income	411		508		1,352		1,424
Recognized gains and losses, net	(230)		(154)		(1,375)		121
Total revenues	3,207		3,892		9,003		10,846
Expenses:

Personnel costs	796		894		2,458		2,596
Agent commissions	747		1,010		2,521		2,787

Other operating expenses	430		498		1,329		1,432
Benefits and other changes in policy reserves	592		185		382		734
Depreciation and amortization	131		252		474		540
Provision for title claim losses	74		100		251		278
Interest expense	28		27		89		83
Total expenses	2,798		2,966		7,504		8,450
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	409		926		1,499		2,396
Income tax expense	115		213		434		555
Earnings before equity in earnings of unconsolidated affiliates	294		713		1,065		1,841
Equity in earnings of unconsolidated affiliates	—		27		16		54
Net earnings from continuing operations	294		740		1,081		1,895
Net (loss) earnings from discontinued operations, net of tax	—		(3)		—		8
Net earnings	294		737		1,081		1,903
Less: Net earnings attributable to non-controlling interests	5		5		13		14
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	289	$	732	$	1,068	$	1,889




Earnings per share
Basic
Net earnings per share from continuing operations attributable to common shareholders	$	1.06	$	2.60	$	3.86	$	6.57
Net (loss) earnings per share from discontinued operations attributable to common shareholders	—		(0.01)		—		0.03
Net earnings per share attributable to common shareholders, basic	$	1.06	$	2.59	$	3.86	$	6.60
Diluted
Net earnings per share from continuing operations attributable to common shareholders	$	1.05	$	2.58	$	3.83	$	6.53
Net (loss) earnings per share from discontinued operations attributable to common shareholders	—		(0.01)		—		0.03
Net earnings per share attributable to common shareholders, diluted	$	1.05	$	2.57	$	3.83	$	6.56

Weighted average common shares outstanding - basic	273		283		277		286
Weighted average common shares outstanding - diluted	275		285		279		288

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions)


	Three months ended September 30,				Nine months ended September 30,

	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Net earnings	$	294	$	737	$	1,081	$	1,903

Other comprehensive (loss) earnings:
Unrealized loss on investments and other financial instruments, net of adjustments to intangible assets and unearned revenue (excluding investments in unconsolidated affiliates) (1)	(1,028)		(65)		(4,066)		(232)
Unrealized gain on investments in unconsolidated affiliates (2)	1		8		8		18
Unrealized loss on foreign currency translation (3)	(17)		(5)		(29)		(6)
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)	48		(30)		122		(82)
Change in reinsurance liabilities held at fair value resulting from a change in the instrument-specific credit risk (5)	—		3		—		3
Other comprehensive loss	(996)		(89)		(3,965)		(299)
Comprehensive (loss) earnings	(702)		648		(2,884)		1,604
Less: Comprehensive earnings attributable to non-controlling interests	5		5		13		14
Comprehensive (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders	$	(707)	$	643	$	(2,897)	$	1,590

_______________________________________

(1)Net of income tax (benefit) expense of $(291) million and $(18) million for the three months ended September 30, 2022 and 2021, respectively, and $(981) million and $(64) million for the nine month periods ended September 30, 2022 and 2021, respectively.

(2)Net of income tax expense of $1 million and $3 million for the three months ended September 30, 2022 and 2021, respectively, and $1 million and $5 million for the nine month periods ended September 30, 2022 and 2021, respectively.

(3)Net of income tax (benefit) expense of $(4) million and $(1) million for the three months ended September 30, 2022 and 2021, respectively, and $(6) million and $1 million for the nine months ended September 30, 2022 and 2021, respectively.

(4)Net of income tax (benefit) expense of $(12) million and $9 million for the three-month periods September 30, 2022 and 2021, respectively, and $(32) million and $22 million for the nine month periods ended September 30, 2022 and 2021, respectively.

(5)Net of income tax expense of $1 million for the three and nine-month periods ended September 30, 2021.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share data)

(Unaudited)


		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, June 30, 2021		324	$	—			$	5,771	$	3,343	$	1,094	38	$	(1,362)	$	42	$	8,888


Exercise of stock options		—	—				9		—		—		—	—		—		9


Treasury stock repurchased		—	—				—		—		—		1	(62)		—		(62)
Change in reinsurance liabilities held at fair value resulting from a change in instrument-specific credit risk		—	—				—		—		3		—	—		—		3
Other comprehensive earnings - unrealized loss on investments and other financial instruments		—	—				—		—		(65)		—	—		—		(65)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates		—	—				—		—		8		—	—		—		8
Other comprehensive earnings - unrealized gain on foreign currency translation		—	—				—		—		(5)		—	—		—		(5)
Reclassification adjustments for change in unrealized gains and losses included in net earnings		—	—				—		—		(30)		—	—		—		(30)

Stock-based compensation		—	—				10		—		—		—	—		—		10

Dividends declared, $0.40 per common share		—	—				—		(114)		—		—	—		—		(114)



Subsidiary dividends declared to non-controlling interests		—	—				—		—		—		—	—		(5)		(5)
Net earnings		—	—				—		732		—		—	—		5		737
Balance, September 30, 2021		324	$	—			$	5,790	$	3,961	$	1,005	39	$	(1,424)	$	42	$	9,374

Balance, June 30, 2022		326	$	—			$	5,843	$	4,901	$	(2,190)	49	$	(1,851)	$	43	$	6,746


Exercise of stock options		1	—				30		—		—		—	—		—		30
Treasury stock repurchased		—	—				—		—		—		5	(205)		—		(205)

Other comprehensive loss - unrealized loss on investments and other financial instruments		—	—				—		—		(1,028)		—	—		—		(1,028)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates		—	—				—		—		1		—	—		—		1
Other comprehensive loss - unrealized loss on foreign currency translation		—	—				—		—		(17)		—	—		—		(17)
Reclassification adjustments for change in unrealized gains and losses included in net earnings		—	—				—		—		48		—	—		—		48


Stock-based compensation		—	—				12		—		—		—	—		—		12


Dividends declared, $0.44 per common share		—	—				—		(121)		—		—	—		—		(121)


NCI associated with current period acquisitions		—	—				—		—		—		—	—		45		45




Subsidiary dividends declared to non-controlling interests		—	—				—		—		—		—	—		(6)		(6)

Net earnings		—	—				—		289		—		—	—		5		294
Balance, September 30, 2022		327	$	—			$	5,885	$	5,069	$	(3,186)	54	$	(2,056)	$	87	$	5,799

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share data)

(Unaudited)


		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, December 31, 2020		323	$	—			$	5,720	$	2,394	$	1,304	31	$	(1,067)	$	41	$	8,392

Purchase of incremental share in consolidated subsidiaries		—	—				—		—		—		—	—		1		1
Exercise of stock options		1	—				41		—		—		—	—		—		41


Treasury stock repurchased		—	—				—		—		—		8	(357)		—		(357)
Change in reinsurance liabilities held at fair value resulting from a change in instrument-specific credit risk		—	—				—		—		3		—	—				3
Other comprehensive loss - unrealized loss on investments and other financial instruments		—	—				—		—		(232)		—	—		—		(232)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates		—	—				—		—		18		—	—		—		18
Other comprehensive loss - unrealized loss on foreign currency translation		—	—				—		—		(6)		—	—		—		(6)
Reclassification adjustments for change in unrealized gains and losses included in net earnings		—	—				—		—		(82)		—	—		—		(82)

Stock-based compensation		—	—				29		—		—		—	—		—		29

Dividends declared, $1.12 per common share		—	—				—		(322)		—		—	—		—		(322)



Subsidiary dividends declared to non-controlling interests		—	—				—		—		—		—	—		(14)		(14)
Net earnings		—	—				—		1,889		—		—	—		14		1,903
Balance, September 30, 2021		324	$	—			$	5,790	$	3,961	$	1,005	39	$	(1,424)	$	42	$	9,374

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

Exercise of stock options		2	—				38		—		—		—	—		—		38

Treasury stock repurchased		—	—				—		—		—		12	(511)		—		(511)

Other comprehensive loss — unrealized loss on investments and other financial instruments		—	—				—		—		(4,066)		—	—		—		(4,066)
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates		—	—				—		—		8		—	—		—		8
Other comprehensive gain — unrealized gain on foreign currency translation		—	—				—		—		(29)		—	—		—		(29)
Reclassification adjustments for change in unrealized gains and losses included in net earnings		—	—				—		—		122		—	—		—		122


Stock-based compensation		—	—				36		—		—		—	—		1		37


Dividends declared, $1.32 per common share		—	—				—		(368)		—		—	—		—		(368)


NCI associated with current period acquisitions		—	—				—		—		—		—	—		45		45




Subsidiary dividends declared to non-controlling interests		—	—				—		—		—		—	—		(15)		(15)

Net earnings		—	—				—		1,068		—		—	—		13		1,081
Balance, September 30, 2022		327	$	—			$	5,885	$	5,069	$	(3,186)	54	$	(2,056)	$	87	$	5,799

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	For the nine months ended September 30,

	2022		2021
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	1,081	$	1,903
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	474		540
Equity in earnings of unconsolidated affiliates	(16)		(54)
Gain on sales of investments and other assets and asset impairments, net	250		(412)
Loss on the sale of businesses	—		14
Interest credited/index credits to contractholder account balances	(961)		239
Deferred policy acquisition costs and deferred sales inducements	(574)		(473)
Charges assessed to contractholders for mortality and admin	(155)		(130)
Non-cash lease costs	107		104
Operating lease payments	(115)		(113)
Distributions from unconsolidated affiliates, return on investment	81		29
Stock-based compensation cost	37		31
Change in NAV of limited partnerships, net	(119)		(409)
Change in valuation of derivatives, equity and preferred securities, net	1,110		290
Changes in assets and liabilities, net of effects from acquisitions:

Change in reinsurance recoverable	128		79
Change in future policy benefits	1,002		203
Change in funds withheld from reinsurers	1,251		685
Net decrease (increase) in trade receivables	114		(81)


Net (decrease) increase in reserve for title claim losses	(30)		111
Net change in income taxes	201		(60)
Net change in other assets and other liabilities	(889)		104
Net cash provided by operating activities	2,977		2,600
Cash flows from investing activities:

Proceeds from sales, calls and maturities of investment securities	4,813		6,278



Additions to property and equipment and capitalized software	(107)		(93)
Purchases of investment securities	(10,175)		(10,278)
Net (purchases of) proceeds from sales and maturities of short-term investment securities	(1,367)		92
Additions to notes receivable	(96)		(13)

Acquisitions and dispositions	(161)		(64)
Additional investments in unconsolidated affiliates	(931)		(992)
Distributions from unconsolidated affiliates, return of investment	121		89
Proceeds from sales of unconsolidated affiliates	—		112







Net other investing activities	13		6
Net cash used in investing activities	(7,890)		(4,863)
Cash flows from financing activities:

Debt offering	—		449

Debt service payments	(400)		—
Dividends paid	(365)		(320)
Subsidiary dividends paid to non-controlling interest shareholders	(15)		(14)
Exercise of stock options	38		39

Net change in secured trust deposits	109		437


Contractholder account deposits	6,570		6,820
Contractholder account withdrawals	(2,401)		(2,350)
Purchases of treasury stock	(504)		(361)
Net other financing activities	(5)		(8)
Net cash provided by financing activities	3,027		4,692
Net (decrease) increase in cash and cash equivalents	(1,886)		2,429
Cash and cash equivalents at beginning of period	4,360		2,719
Cash and cash equivalents at end of period	$	2,474	$	5,148

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A — Basis of Financial Statements

The financial information in this report presented for interim periods is unaudited and includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” the "Company" or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2021.

Description of the Business

We are a leading provider of (i) title insurance, escrow and other title-related services, including loan sub-servicing, valuations, default services and home warranty products, (ii) technology 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 wholly-owned subsidiary, F&G Annuities & Life ("F&G").

For information about our reportable segments refer to Note H Segment Information.

Recent Developments

Repayment of 5.50% Senior Notes

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

Acquisition of AllFirst Title Insurance Agency ("AllFirst")

On August 9, 2022, we acquired approximately 74% of the outstanding equity of AllFirst for approximately $127 million in cash consideration. AllFirst and its portfolio brands, FirsTitle, Excel Title Group, Allegiance Title Company, Guaranty Title, Smith Brothers Abstract, Aggieland Title Company, and Guaranty Title New Mexico provide title examination, title plant, abstract, and settlement services for residential, commercial, farm and ranch sales, and energy projects in 121 counties throughout Texas, Oklahoma, New Mexico, and Arkansas. For further information related to the acquisition of AllFirst, refer to Note N Acquisitions.

Note Receivable from Cannae

In November 2017, in conjunction with the split-off of our former portfolio company investments into a separate company, Cannae Holdings, Inc. ("Cannae"), we issued to Cannae a revolver note, which we and Cannae amended and restated on May 12, 2022 (as amended and restated, the "Cannae Revolver").

The Cannae Revolver in the aggregate principal amount of up to $100 million accrues interest quarterly at the Adjusted Term SOFR Rate, as defined in the Amended and Restated Revolver Note, plus 450 basis points and matures on November 17, 2025. The maturity date is automatically extended for additional five-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion.

During the nine months ended September 30, 2022, Cannae borrowed approximately $85 million under the Cannae Revolver.

We account for the Cannae Revolver as a financing receivable. Interest income is recorded ratably in periods in which principal is outstanding. Uncollectible financing receivables are written off or impaired when, based on all available information, it is probable that a loss has occurred.

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F&G Distribution

On March 14, 2022, our Board of Directors approved a dividend to our shareholders, on a pro rata basis, of 15% of the common stock of F&G (the "F&G Distribution"). We intend to retain control of F&G through our approximate 85% ownership stake. The proposed F&G Distribution is intended to be structured as a taxable dividend to our shareholders and is subject to various conditions including the final approval of our Board of Directors, the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission (the “SEC”), and any applicable regulatory approvals. The record date and distribution settlement date will be determined by our Board of Directors prior to the distribution. Upon completion of the F&G Distribution, our shareholders as of the record date are expected to own stock in both publicly traded companies. On October 26, 2022, F&G filed Amendment number 2 to its Form 10 registration statement with the SEC. The proposed F&G Distribution is targeted to be completed in the fourth quarter of 2022. However, there can be no assurance regarding the timeframe for completing the F&G Distribution or that the conditions of the F&G Distribution will be met.

Income Tax

Income tax expense was $115 million and $213 million in the three months ended September 30, 2022 and 2021, respectively, and $434 million and $555 million in the nine months ended September 30, 2022 and 2021, respectively. Income tax expense as a percentage of earnings before income taxes was 28% and 23% in the three months periods ended September 30, 2022 and 2021, respectively, and 29% and 23% in the nine months ended September 30, 2022 and 2021, respectively. The increase in income tax expense as a percentage of earnings before taxes in the three months ended September 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes. The increase in income tax expense as a percentage of earnings before taxes in the nine months ended September 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to realized losses on the past sales of discontinued operations and the aforementioned recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes.

Earnings Per Share

Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such 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 assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss 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 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.

Options or other instruments, which provide the ability to purchase shares of our common stock that are antidilutive, are excluded from the computation of diluted earnings per share. There were fewer than 1 million antidilutive instruments outstanding during the three and nine months ended September 30, 2022 and 2021.

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts, as clarified and amended by ASU 2019-09, Financial Services-Insurance: Effective Date and ASU 2020-11, Financial Services-Insurance: Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. This update introduced the following requirements: assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being recognized in the statement of operations; the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in other

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comprehensive income; market risk benefits ("MRBs") associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value attributable to a change in the instrument-specific credit risk being recognized in other comprehensive income; deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins; instead, those balances must be amortized on a constant level basis over the expected term of the related contracts; deferred acquisition costs must be written off for unexpected contract terminations; and disaggregated rollforwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, MRBs, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed. The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements.

We have identified specific areas that will be impacted by the new guidance. This guidance will bring significant changes to how we account for certain insurance and annuity products within our business and expand disclosures. As part of the implementation process, to date our progress includes, but is not limited to the following: identifying and documenting contracts and contract features in scope of the guidance; identifying actuarial models, systems, and processes to be updated; building and running models; generating and analyzing preliminary output; evaluating and finalizing key accounting policies; evaluating transition requirements and impacts; and establishing, documenting, and executing appropriate internal controls. We will not early adopt this standard and have selected the full retrospective transition method, which requires the new guidance be applied as of the beginning of the earliest period presented or January 1, 2021, referred to as the transition date.

Adoption of this standard is expected to increase total stockholders’ equity as of the transition date, January 1, 2021, up to $200 million, net of tax. The most significant drivers of this transition adjustment are the reversal of intangible balances previously recorded as an adjustment to unrealized gains (losses) on available for sale securities, the remeasurement of the liability for future policyholder benefits using a discount rate assumption that reflects upper-medium grade fixed-income instruments, and the recognition of MRBs. As we continue the implementation process the adjustments estimated are subject to change.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the Troubled Debt Restructuring ("TDR") recognition and measurement guidance for creditors and, instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, these amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. The guidance is effective for entities that have adopted ASU 2016-13 Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption is permitted. We do not expect this guidance to have a material impact on our Consolidated Financial Statements and related disclosures upon adoption. We do not currently plan to early adopt this standard.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction and clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. Additionally, the amendments require the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s), and the circumstances that could cause a lapse in the restriction(s). The amendments in this update do not change the principles of fair value measurement, rather, they clarify those principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, though early adoption is permitted. We do not currently expect to early adopt this standard and are in the process of assessing this standard and its impact on our accounting and disclosures.

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Note B — Summary of Reserve for Title Claim Losses

A summary of the reserve for title claim losses follows:


	Nine months ended September 30,
	2022			2021
	(Dollars in millions)
Beginning balance	$	1,883		$	1,623

Change in insurance recoverable	(107)			(10)
Claim loss provision related to:
Current year	251			278

Total title claim loss provision	251			278
Claims paid, net of recoupments related to:
Current year	(11)			(6)
Prior years	(163)			(151)
Total title claims paid, net of recoupments	(174)			(157)
Ending balance of claim loss reserve for title insurance	$	1,853		$	1,734
Provision for title insurance claim losses as a percentage of title insurance premiums	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 seeks compensatory, incidental, consequential, and punitive damages, and seeks the recovery of attorneys’ fees. In turn, the Named Companies petitioned the Federal Court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted.

On April 26, 2022, the Named Companies reached a conditional settlement with the receiver and several other investor claimants, which if approved by the federal court, will bar any future claims against the Named Companies related to the alcoholic beverage license scheme. Following an August 31, 2022 hearing on the motion to approve the settlement, the federal court ordered supplemental briefing on whether certain indemnity claims are permitted against the receivership estate. The supplemental briefs were submitted, and a decision on the motion to approve the settlement is pending with the federal court. As part of the proposed settlement, the Named Companies and the receiver have agreed to stay the federal action pending a decision on the motion.

The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, most of which involve claimants who have objected to the Named Companies’ settlement with the receiver. Since any future claims against the Named Companies will be barred if the federal court approves the settlement, these remaining state court cases were stayed until October 31, 2022, and an unopposed motion has been filed seeking a further extension of the stay until the federal court rules on the motion to approve the settlement. The state court cases were initially set for jury trial on December 2, 2022, but the trial date has been

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continued until May 12, 2023. While they have not been consolidated into one action, they have been deemed by the court to be related and are assigned to the same judge for purposes of judicial economy.

On December 13, 2019, a lawsuit styled, Kim Funding, LLC, Kim H. Peterson, Joseph J. Cohen, ABC Funding Strategies, LLC, Payson R. Stevens; Kamaljit K. Kapur and The Payson R. Stevens & Kamaljit Kaur Kapur Trust Dated March 28, 2014 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 members of ABC Funding Strategies, LLC plaintiffs under confidential terms.

On March 6, 2020, a lawsuit styled, Wakefield Capital, LLC, Wakefield Investments, LLC, 2Budz Holding, LLC, Doug and Kristine Heidrich, and Jeff and Heidi Orr v. Chicago Title Co. and Chicago Title Ins. Co., was filed in San Diego County Superior Court. Plaintiffs claim losses in excess of $7 million as a result of the alleged fraud scheme, and also seek punitive damages, recovery of attorneys’ fees, and disgorgement.

On June 29, 2020, a lawsuit styled, Susan Heller Fenley Separate Property Trust, DTD 03/04/2010, Susan Heller Fenley Inherited Roth IRA, Shelley Lynn Tarditi Trust and ROJ, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in San Diego County Superior Court. Plaintiffs claim losses in excess of $6 million as a result of the alleged fraud scheme, and seek statutory, treble, and punitive damages. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others.

On July 7, 2020, a cross-claim styled, Laurie Peterson v. 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 have filed a cross-complaint against Ms. Champion-Cain and others, and the Named Companies have been substituted in as the Plaintiff following a settlement with the bank.

On September 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.

On November 2, 2020, a lawsuit styled, CalPrivate 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.

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

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required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.

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Note C — 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 net asset value. 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.

Net asset value ("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.

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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 (in millions):


	September 30, 2022
	Level 1		Level 2		Level 3		NAV		Fair Value
Assets
Cash and cash equivalents	$	2,474	$	—	$	—	$	—	$	2,474
Fixed maturity securities, available-for-sale:
Asset-backed securities	—		4,892		5,952		—		10,844
Commercial mortgage-backed securities	—		3,000		37		—		3,037
Corporates	39		12,320		1,300		—		13,659
Hybrids	102		632		—		—		734
Municipals	—		1,290		30		—		1,320
Residential mortgage-backed securities	—		1,007		5		—		1,012
U.S. Government	490		—		—		—		490
Foreign Governments	—		209		16		—		225
Short term investments	1,386		—		—		—		1,386
Preferred securities	382		751		1		—		1,134
Equity securities	654		—		10		40		704
Derivative investments	—		108		—		—		108
Reinsurance related embedded derivative, included in other assets	—		285		—		—		285
Other long-term investments	—		—		67		—		67

Total financial assets at fair value	$	5,527	$	24,494	$	7,418	$	40	$	37,479
Liabilities

Derivatives:
FIA/ IUL embedded derivatives, included in contractholder funds	—		—		2,775		—		2,775



Total financial liabilities at fair value	$	—	$	—	$	2,775	$	—	$	2,775

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	December 31, 2021
	Level 1		Level 2		Level 3		NAV		Fair Value
Assets
Cash and cash equivalents	$	4,360	$	—	$	—	$	—	$	4,360
Fixed maturity securities, available-for-sale:
Asset-backed securities	—		4,736		3,959		—		8,695
Commercial mortgage-backed securities	—		2,944		35		—		2,979
Corporates	37		15,322		1,135		—		16,494
Hybrids	132		780		—		—		912
Municipals	—		1,458		43		—		1,501
Residential mortgage-backed securities	—		731		—		—		731
U.S. Government	394		—		—		—		394
Foreign Governments	—		266		18		—		284
Short term investments	168		2		321		—		491
Preferred securities	506		893		2		—		1,401
Equity securities	1,206		—		9		48		1,263

Derivative investments	—		816		—		—		816
Other long-term investments	—		—		78		—		78

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


Derivatives:
FIA/ IUL embedded derivatives, included in contractholder funds	—		—		3,883		—		3,883
Reinsurance related embedded derivatives, included in accounts payable and accrued liabilities	—		73		—		—		73


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

Valuation Methodologies

Cash and Cash Equivalents

The carrying amounts reported in the unaudited Condensed 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 September 30, 2022 or December 31, 2021.

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

Derivative Financial Instruments

The fair value of call options is based upon valuation pricing models, which represents what we would expect to receive or pay at the balance sheet date if we canceled the options, entered into offsetting positions, or exercised the options. Fair values for these instruments are determined internally, based on industry accepted valuation pricing models, which use market-observable inputs, including interest rates, yield curve volatilities, and other factors.

The fair value of futures contracts (specifically for fixed indexed annuity ("FIA") contracts) represents the cumulative unsettled variation margin (open trade equity, net of cash settlements), which represents what we would expect to receive or pay at the balance sheet date if we canceled the contracts or entered into offsetting positions. These contracts are classified as Level 1.

The fair value measurement of the FIA/indexed universal life ("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 September 30, 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.

The fair value of the reinsurance-related embedded derivatives in the funds withheld reinsurance agreements with Kubera Insurance (SAC) Ltd. ("Kubera") (effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd. ("Somerset"), a certified third party reinsurer) and ASPIDA Life Re Ltd ("Aspida Re") are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities. The fair value of the assets is based on a quoted market price of similar assets (Level 2), and therefore the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2. See Note L F&G Reinsurance for further discussion on F&G reinsurance agreements.

Other long-term investments

We hold a fund-linked note, which provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund. Fair value of the 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 F&G 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 E 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 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 September 30, 2022 and December 31, 2021 are as follows:

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Fair Value at

Valuation Technique

Unobservable Input(s)

Range (Weighted average)

September 30, 2022

(in millions)

September 30, 2022

Assets

Asset-backed securities

5,635

Broker-quoted

Offered quotes

72.1% - 100.00% (94.87%)

Asset-backed securities

317

Third-Party Valuation

Offered quotes

41.02% - 238.40% (66.85%)

Commercial mortgage-backed securities

Broker-quoted

Offered quotes

107.00% - 107.00% (107.00%)

Commercial mortgage-backed securities

Third-Party Valuation

Offered quotes

77.36% - 89.53%

(84.47%)

Corporates

524

Broker-quoted

Offered quotes

76.94% - 101.50% (93.58%)

Corporates

Discounted Cash Flow

Discount Rate

30.90% - 100.00% (76.78%)

Corporates

764

Third-Party Valuation

Offered quotes

0.00% - 106.00% (88.44%)

Municipals

Third-Party Valuation

Offered quotes

94.80% - 94.80% (94.80%)

Residential mortgage-backed securities

Broker-quoted

Offered quotes

90.97% - 90.97% (90.97%)

Foreign Governments

Third-Party Valuation

Offered quotes

96.23% - 98.45% (97.76%)

Preferred securities

Discounted Cash Flow

Discount rate

100.00% - 100.00% (100.00%)

Equity securities

Broker Quoted

Offered quotes

$65.00 - $65.00 ($65.00)

Equity securities

Discounted Cash Flow

Discount rate

10.90% - 10.90% (10.90%)

Market Comparable Company Analysis

EBITDA multiple

5.6x - 5.6x (5.6x)

Other long-term investments:

Available-for-sale embedded derivative

Black Scholes model

Market value of fund

100.00%

Secured borrowing receivable

Broker-quoted

Offered quotes

100.00% - 100.00%

(100.00%)

Credit Linked Note

Broker-quoted

Offered quotes

97.25%

Investment in affiliate

Market Comparable Company Analysis

EBITDA multiple

8x-8x

Total financial assets at fair value

7,418

Liabilities

Derivative investments:

FIA/ IUL embedded derivatives, included in contractholder funds

2,775

Discounted cash flow

Market value of option

0.00% - 23.28% (0.48%)

Swap rates

1.28% - 3.38% (2.33%)

Mortality multiplier

100.00% - 100.00% (100.00%)

Surrender rates

0.25% - 70.00% (6.38%)

Partial withdrawals

2.00% - 29.41% (2.74%)

Non-performance spread

0.76% - 1.64% (1.50%)

Option cost

0.07% - 4.97% (1.86%)

Total financial liabilities at fair value

2,775

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Fair Value at

Valuation Technique

Unobservable Input(s)

Range (Weighted average)

December 31, 2021

(in millions)

December 31, 2021

Assets

Asset-backed securities

3,844

Broker-quoted

Offered quotes

52.56% - 260.70%

(97.06%)

Asset-backed securities

115

Third-Party Valuation

Offered quotes

93.02% - 108.45%

(104.95%)

Commercial mortgage-backed securities

Broker-quoted

Offered quotes

126.70% - 126.70%

(126.70%)

Commercial mortgage-backed securities

Third Party Valuation

Offered quotes

97.91% - 97.91%

(97.91%)

Corporates

380

Broker-quoted

Offered quotes

0.00% - 109.69%

(100.91%)

Corporates

741

Third-Party Valuation

Offered quotes

85.71% - 119.57%

(107.72%)

Corporates

Discounted Cash Flow

Discount Rate

44.00% - 100.00% (62.00%)

Municipals

Third-Party Valuation

Offered quotes

135.09% - 135.09%

(135.09%)

Foreign Governments

Third-Party Valuation

Offered quotes

107.23% - 116.44%

(110.11%)

Short term investments

321

Broker-quoted

Offered quotes

100.00% - 100.00%

(100.00%)

Preferred securities

Income-Approach

Yield

2.43%

Equity securities

Broker Quoted

Offered quotes

$6.23 - $6.23 ($6.23)

Equity securities

Black Scholes model

Risk Free Rate

1.00% -1.00% (1.00%)

Strike Price

$1.50 - $1.50 ($1.50)

Volatility

81.00% - 81.00%

(81.00%)

Dividend Yield

0.00% - 0.00% (0.00%)

Equity securities

Discounted Cash Flow

Discount rate

12.70% - 12.70%

(12.70%)

Market Comparable Company Analysis

EBITDA multiple

5.9x - 5.9x (5.9x)

Other long-term investments:

Available-for-sale embedded derivative

Black Scholes model

Market value of fund

100.00%

Credit Linked Note

Broker-quoted

Offered quotes

100.00%

Investment in affiliate

Market Comparable Company Analysis

EBITDA multiple

8x-8x

Total financial assets at fair value

5,600

Liabilities

Derivative investments:

FIA/ IUL embedded derivatives, included in contractholder funds

3,883

Discounted cash flow

Market value of option

0.00% - 38.72%

(3.16%)

Swap rates

0.05% - 1.94%

(1.00%)

Mortality multiplier

100.00% - 100.00%

(100.00%)

Surrender rates

0.25% - 70.00%

(6.26%)

Partial withdrawals

2.00% - 23.26%

(2.72%)

Non-performance spread

0.43% - 1.01% (0.68%)

Option cost

0.07% - 4.97%

(1.83%)

Total financial liabilities at fair value

3,883

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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 three and nine months ended September 30, 2022 and 2021. This summary excludes any impact of amortization of value of business acquired (“VOBA”), deferred acquisition cost (“DAC”), and deferred sales inducements (“DSI”). 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.


	Three months ended September 30, 2022
	(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 Gains (Losses) Incl in OCI
			Included in Earnings			Included in AOCI
Assets
Fixed maturity securities available-for-sale:
Asset-backed securities	$	4,677		$	—		$	(71)	$	1,530	$	—	$	(123)	$	(61)	$	5,952	$	(80)
Commercial mortgage-backed securities	37			—			—		—		—		—		—		37		—
Corporates	1,374			—			(53)		135		—		(147)		(9)		1,300		(57)

Municipals	33			—			(3)		—		—		—		—		30		(4)
Residential mortgage-backed securities	9			—			—		5		—		—		(9)		5		—
Foreign Governments	16			—			—		—		—		—		—		16		—
Short term investments	—			—			—		—		—		—		—		—		—


Preferred securities	1			—			—		—		—		—		—		1		—
Equity securities	10			—			—		1		(1)		—		—		10		—
Other long-term investments:

Available-for-sale embedded derivative	24			(2)			—		—		—		—		—		22		—

Investment in affiliate	21			—			—		—		—		—		—		21		—
Credit linked note	17			(1)			—		—		(2)		—		—		14		—
Secured borrowing receivable	10			—			—		—		—		—		—		10		—

Total Level 3 assets at fair value	$	6,229		$	(3)		$	(127)	$	1,671	$	(3)	$	(270)	$	(79)	$	7,418	$	(141)
Liabilities

FIA/ IUL embedded derivatives, included in contractholder funds	2,941			(166)			—		—		—		—		—		2,775		—

Total Level 3 liabilities at fair value	$	2,941		$	(166)		$	—	$	—	$	—	$	—	$	—	$	2,775	$	—

(a) The net transfers out of Level 3 during the three months ended September 30, 2022 were exclusively to Level 2.

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	Three months ended September 30, 2021
	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 Gains (Losses) Incl in OCI
			Included in Earnings		Included in AOCI
Assets
Fixed maturity securities available-for-sale:
Asset-backed securities	$	2,309	$	(1)	$	14	$	1,188	$	(97)	$	(125)	$	(44)	$	3,244	$	11
Commercial mortgage-backed securities	25		—		(1)		12		—		—		—		36		—
Corporates	1,201		(1)		(3)		19		(14)		(89)		—		1,113		(2)

Municipals	43		—		—		—		—		—		—		43		—
Residential mortgage-backed securities	443		—		(3)		4		—		(50)		—		394		1
Foreign Governments	17		—		1		—		—		—		—		18		—
Short-Term	303		—		1		192		—		(304)		—		192		1
Equity and preferred securities	10		(1)		1		2		—		—		—		12		—
Other long-term investments:

Available-for-sale embedded derivative	30		1		—		—		—		—		—		31		—


Credit linked note	19		—		1		—		—		—		—		20		—

Total assets at Level 3 fair value	$	4,400	$	(2)	$	11	$	1,417	$	(111)	$	(568)	$	(44)	$	5,103	$	11
Liabilities

FIA embedded derivatives, included in contractholder funds	3,759		(320)		—		—		—		—		—		3,439		—

Total liabilities at Level 3 fair value	$	3,759	$	(320)	$	—	$	—	$	—	$	—	$	—	$	3,439	$	—

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	Nine months ended September 30, 2022
	(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 Included in OCI
			Included in Earnings			Included in AOCI
Assets
Fixed maturity securities available-for-sale:
Asset-backed securities	$	3,959		$	1		$	(343)	$	2,757	$	(39)	$	(401)	$	18	$	5,952	$	(371)
Commercial mortgage-backed securities	35			—			(5)		—		—		—		7		37		(4)
Corporates	1,135			—			(190)		521		—		(178)		12		1,300		(191)
Hybrids	—			—			—		—		—		—		—		—		—
Municipals	43			—			(13)		—		—		—		—		30		(13)
Residential mortgage-backed securities	—			—			—		14		—		—		(9)		5		—
Foreign Governments	18			—			(2)		—		—		—		—		16		(1)
Short-Term	321			—			(1)		20		—		—		(340)		—		(1)


Preferred securities	2			—			(1)		—		—		—		—		1		(1)
Equity securities	9			—			—		2		(1)		—		—		10		—
Other long-term investments:

Available-for-sale embedded derivative	34			(12)			—		—		—		—		—		22		—
Investment in affiliate	21			—			—		—		—		—		—		21		—

Credit linked note	23			(1)			(3)		—		(2)		(3)		—		14		—
Secured borrowing receivable	—			—			—		—		—		—		10		10		—


Total assets at Level 3 fair value	$	5,600		$	(12)		$	(558)	$	3,314	$	(42)	$	(582)	$	(302)	$	7,418	$	(582)
Liabilities

FIA embedded derivatives, included in contractholder funds	3,883			(1,108)			—		—		—		—		—		2,775		—

Total liabilities at Level 3 fair value	$	3,883		$	(1,108)		$	—	$	—	$	—	$	—	$	—	$	2,775	$	—

(a) The net transfers out of Level 3 during the nine months ended September 30, 2022 were to Level 2, except for the net transfers out related to our other long-term investment, which was to Level 1.

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	Nine months ended September 30, 2021
	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 Included in OCI
			Included in Earnings		Included in AOCI
Assets
Fixed maturity securities available-for-sale:
Asset-backed securities	$	1,350	$	(1)	$	11	$	2,359	$	(97)	$	(307)	$	(71)	$	3,244	$	25
Commercial mortgage-backed securities	26		—		(2)		12		—		—		—		36		1
Corporates	1,289		8		(29)		76		(22)		(196)		(13)		1,113		35
Hybrids	4		—		—		—		—		(4)		—		—		—
Municipals	43		—		—		—		—		—		—		43		7
Residential mortgage-backed securities	483		—		(1)		14		—		(102)		—		394		22
Foreign Governments	17		—		1		—		—		—		—		18		2
Short-Term	—		—		2		494		—		(304)		—		192		1
Equity and preferred securities	5		1		2		4		—		—		—		12		—
Other long-term investments:

Available-for-sale embedded derivative	27		4		—		—		—		—		—		31		—


Credit linked note	23		—		(3)		—		—		—		—		20		—

Total assets at Level 3 fair value	$	3,267	$	12	$	(19)	$	2,959	$	(119)	$	(913)	$	(84)	$	5,103	$	93
Liabilities
Future policy benefits (FSRC)	$	5	$	—	$	—	$	—	$	(4)	$	(1)	$	—	$	—	$	—
FIA embedded derivatives, included in contractholder funds	3,404		35		—		—		—		—		—		3,439		—

Total liabilities at Level 3 fair value	$	3,409	$	35	$	—	$	—	$	(4)	$	(1)	$	—	$	3,439	$	—

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.

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 $197 million and $136 million as of September 30, 2022 and December 31, 2021, respectively.

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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.

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 bank loans 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 and pension risk transfer solutions ("PRT") and immediate annuity contracts without life contingencies. The FIA/ IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value. 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. FHLB common stock is classified as Level 2 within the fair value 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.

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


	September 30, 2022
	(in millions)
	Level 1		Level 2		Level 3		NAV		Total Estimated Fair Value		Carrying Amount
Assets
FHLB common stock	$	—	$	89	$	—	$	—	$	89	$	89
Commercial mortgage loans	—		—		2,017		—		2,017		2,333
Residential mortgage loans	—		—		1,952		—		1,952		2,200
Investments in unconsolidated affiliates	—		—		—		2,789		2,789		2,789
Policy loans	—		—		47		—		47		47
Other invested assets	—		—		87		—		87		87
Company-owned life insurance	—		—		358		—		358		358

Trade and notes receivables, net of allowance	—		—		530		—		530		530
Total	$	—	$	89	$	4,991	$	2,789	$	7,869	$	8,433

Liabilities
Investment contracts, included in contractholder funds	$	—	$	—	$	33,207	$	—	$	33,207	$	36,669
Debt	—		2,173		—		—		2,173		2,693

Total	$	—	$	2,173	$	33,207	$	—	$	35,380	$	39,362


	December 31, 2021
	(in millions)
	Level 1		Level 2		Level 3		NAV		Total Estimated Fair Value		Carrying Amount
Assets
FHLB common stock	$	—	$	72	$	—	$	—	$	72	$	72
Commercial mortgage loans	—		—		2,265		—		2,265		2,168
Residential mortgage loans	—		—		1,549		—		1,549		1,581
Investments in unconsolidated affiliates	—		—		—		2,350		2,350		2,350
Policy loans	—		—		39		—		39		39
Other invested assets	—		—		57		—		57		57
Company-owned life insurance	—		—		333		—		333		333
Trade and notes receivables, net of allowance	—		—		557		—		557		557
Total	$	—	$	72	$	4,800	$	2,350	$	7,222	$	7,157

Liabilities
Investment contracts, included in contractholder funds	$	—	$	—	$	27,448	$	—	$	27,448	$	31,529
Debt	—		3,218		—		—		3,218		3,096
Total	$	—	$	3,218	$	27,448	$	—	$	30,666	$	34,625

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

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.

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Note D — Investments

Our fixed maturity securities investments 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 in AOCI, net of associated adjustments for VOBA, DAC, DSI, unearned revenue ("UREV"), SOP 03-1 reserves, and deferred income taxes. Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net earnings. The Company’s consolidated investments at September 30, 2022 and December 31, 2021 are summarized as follows (in millions):


	September 30, 2022
	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities
Asset-backed securities	$	11,604	$	(8)	$	29	$	(781)	$	10,844
Commercial mortgage-backed securities	3,223		(1)		38		(223)		3,037
Corporates	17,116		(6)		11		(3,462)		13,659
Hybrids	809		—		7		(82)		734
Municipals	1,606		—		—		(286)		1,320
Residential mortgage-backed securities	1,122		(7)		1		(104)		1,012
U.S. Government	518		—		—		(28)		490
Foreign Governments	279		—		—		(54)		225
Total available-for-sale securities	$	36,277	$	(22)	$	86	$	(5,020)	$	31,321


	December 31, 2021
	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities
Asset-backed securities	$	8,516	$	(3)	$	220	$	(38)	$	8,695
Commercial mortgage-backed/asset-backed securities	2,684		(2)		308		(11)		2,979
Corporates	15,822		—		830		(158)		16,494
Hybrids	838		—		74		—		912
Municipals	1,445		—		67		(11)		1,501
Residential mortgage-backed securities	731		(3)		7		(4)		731
U.S. Government	393		—		3		(2)		394
Foreign Governments	276		—		9		(1)		284
Total available-for-sale securities	$	30,705	$	(8)	$	1,518	$	(225)	$	31,990

Securities held on deposit with various state regulatory authorities had a fair value of $16,517 million and $22,343 million at September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022 and December 31, 2021, the Company held no material investments that were non-income producing for a period greater than twelve months.

As of September 30, 2022 and December 31, 2021, the Company's accrued interest receivable balance was $330 million and $253 million, respectively. Accrued interest receivable is classified within Prepaid expenses and other assets within the unaudited Condensed 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 us for general purposes. The collateral investments had a fair value of $3,125 million and $2,469 million as of September 30, 2022 and December 31, 2021, respectively.

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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.


	September 30, 2022				December 31, 2021
	(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	$	496	$	491	$	426	$	431
Due after one year through five years	3,394		3,159		2,998		3,051
Due after five years through ten years	2,209		1,934		2,389		2,458
Due after ten years	14,203		10,820		12,930		13,608
Subtotal	20,302		16,404		18,743		19,548
Other securities, which provide for periodic payments:
Asset-backed securities	11,604		10,844		8,516		8,695
Commercial mortgage-backed securities	3,223		3,037		2,684		2,979
Structured hybrids	26		24		31		37
Residential mortgage-backed securities	1,122		1,012		731		731
Subtotal	15,975		14,917		11,962		12,442
Total fixed maturity available-for-sale securities	$	36,277	$	31,321	$	30,705	$	31,990

Allowance for 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;

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• 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.

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 (generally based on proximity to expected credit loss), 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 September 30, 2022 and December 31, 2021, our allowance for expected credit losses for AFS securities was $22 million and $8 million, respectively.

Purchased credit deteriorated ("PCD") financial assets are AFS securities purchased at a discount, where part of that discount is attributable to credit. Credit loss allowances are calculated for these securities as of the date of their acquisition, with the initial allowance serving to increase amortized cost. There were no purchases of PCD AFS securities during the three and nine months ended September 30, 2022 or 2021.

The fair value and gross unrealized losses of AFS 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 as of September 30, 2022 and December 31, 2021 were as follows (dollars in millions):


	September 30, 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	$	8,253	$	(643)	$	1,114	$	(138)	$	9,367	$	(781)
Commercial mortgage-backed securities	1,978		(176)		193		(48)		2,171		(224)
Corporates	11,211		(2,552)		2,075		(910)		13,286		(3,462)
Hybrids	640		(82)		2		—		642		(82)
Municipals	1,180		(248)		133		(38)		1,313		(286)
Residential mortgage-backed securities	833		(57)		34		(8)		867		(65)
U.S. Government	379		(21)		110		(6)		489		(27)
Foreign Government	137		(42)		19		(12)		156		(54)
Total available-for-sale securities	$	24,611	$	(3,821)	$	3,680	$	(1,160)	$	28,291	$	(4,981)
Total number of available-for-sale securities in an unrealized loss position less than twelve months											3,567
Total number of available-for-sale securities in an unrealized loss position twelve months or longer											522
Total number of available-for-sale securities in an unrealized loss position											4,089

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	December 31, 2021
	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	$	4,410	$	(31)	$	146	$	(7)	$	4,556	$	(38)
Commercial mortgage-backed securities	603		(11)		1		—		604		(11)
Corporates	5,391		(132)		394		(26)		5,785		(158)
Hybrids	3		—		—		—		3		—
Municipals	410		(5)		85		(6)		495		(11)
Residential mortgage-backed securities	325		(3)		11		(1)		336		(4)
U.S. Government	219		(2)		4		—		223		(2)
Foreign Government	82		(1)		5		—		87		(1)
Total available-for-sale securities	$	11,443	$	(185)	$	646	$	(40)	$	12,089	$	(225)
Total number of available-for-sale securities in an unrealized loss position less than twelve months											2,056
Total number of available-for-sale securities in an unrealized loss position twelve months or longer											68
Total number of available-for-sale securities in an unrealized loss position											2,124

We determined the increase in unrealized losses as of September 30, 2022 was caused by higher treasury rates as well as wider spreads. This is in part due to the Federal Reserve's action to increase rates in efforts to combat inflation. Inflation in the first three quarters of 2022 has been compounded by supply chain issues stemming from additional COVID-19 restrictions in China, as well as higher energy prices as a result of the Russian-Ukrainian conflict. For securities in an unrealized loss position as of September 30, 2022, our allowance for expected credit loss was $22 million. We believe that unrealized loss position for which we have not recorded an allowance for expected credit loss as of September 30, 2022 was primarily attributable to interest rate increases, near-term illiquidity, and uncertainty caused by Russia's invasion of Ukraine as opposed to issuer specific credit concerns.

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Mortgage Loans

Our mortgage loans are collateralized by commercial and residential properties.

Commercial Mortgage Loans

Commercial mortgage loans ("CMLs") represented approximately 5% of our total investments as of September 30, 2022. We primarily invest in mortgage loans 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 (dollars in millions):


	September 30, 2022				December 31, 2021
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Property Type:


Hotel	$	18	1	%	$	19	1	%
Industrial	486		20	%	497		23	%
Mixed Use	12		1	%	13		1	%
Multifamily	1,014		42	%	894		41	%
Office	331		14	%	343		16	%
Retail	106		5	%	121		6	%
Student Housing	83		4	%	83		4	%
Other	291		13	%	204		8	%
Total commercial mortgage loans, gross of valuation allowance	$	2,341	100	%	$	2,174	100	%
Allowance for expected credit loss	(8)				(6)
Total commercial mortgage loans	$	2,333			$	2,168

U.S. Region:
East North Central	$	133	6	%	$	137	6	%
East South Central	76		3	%	79		4	%
Middle Atlantic	292		12	%	293		13	%
Mountain	355		15	%	236		11	%
New England	157		7	%	149		7	%
Pacific	707		30	%	649		30	%
South Atlantic	499		21	%	459		21	%
West North Central	4		1	%	12		1	%
West South Central	118		5	%	160		7	%

Total commercial mortgage loans, gross of valuation allowance	$	2,341	100	%	$	2,174	100	%
Allowance for expected credit loss	(8)				(6)
Total commercial mortgage loans	$	2,333			$	2,168

Loan-to-value ("LTV") and debt service coverage ("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.

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The following tables present the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios at September 30, 2022 and December 31, 2021 presented at gross carrying value (dollars in millions):


	Debt-Service Coverage Ratios						Total Amount	% of Total		Estimated Fair Value		% of Total
	>1.25		1.00 - 1.25		<1.00
September 30, 2022
LTV Ratios:
Less than 50%	$	492	$	5	$	11		$	508	22	%	$	475	24	%
50% to 60%	669		—		—			669		29	%	582		29	%
60% to 75%	1,155		—		—			1,155		48	%	954		46	%
75% to 85%	$	—	$	—	$	9		$	9	1	%	6		1	%
Commercial mortgage loans	$	2,316	$	5	$	20		$	2,341	100	%	$	2,017	100	%

December 31, 2021
LTV Ratios:
Less than 50%	$	626	$	33	$	9		$	668	31	%	$	745	33	%
50% to 60%	470		—		—			470		22	%	481		21	%
60% to 75%	1,036		—		—			1,036		47	%	1,039		46	%
Commercial mortgage loans	$	2,132	$	33	$	9		$	2,174	100	%	$	2,265	100	%

We recognize a mortgage loan as delinquent when payments on the loan are greater than 30 days past due. At September 30, 2022 we had one CML that was delinquent in principal or interest payments as shown in the risk rating exposure table below. At December 31, 2021 we had no CMLs that were delinquent in principal or interest payments.

Residential Mortgage Loans

Residential mortgage loans ("RMLs") represented approximately 5% of our total investments as of September 30, 2022. Our residential mortgage loans are closed end, amortizing loans and 100% of the properties are located in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables (dollars in millions):


	September 30, 2022
U.S. State:	Amortized Cost		% of Total
Florida	$	331	15	%
Texas	232		10	%
New Jersey	175		8	%
Pennsylvania	155		7	%
California	145		7	%
New York	140		6	%
Georgia	126		6	%
All Other States (1)	926		41	%
Total residential mortgage loans	$	2,230	100	%

(1) The individual concentration of each state is equal to or less than 5% as of September 30, 2022.

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	December 31, 2021
U.S. State:	Amortized Cost		% of Total
Florida	$	231	15	%
Texas	167		10	%
New Jersey	150		10	%
All other states (1)	1,027		65	%
Total residential mortgage loans	$	1,575	100	%

(1) The individual concentration of each state is less than 9% as of December 31, 2021.

Residential mortgage loans have a primary credit quality indicator of either a performing or nonperforming loan. We define non-performing residential mortgage loans as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly. The credit quality of RML's as of September 30, 2022 and December 31, 2021, was as follows (dollars in millions):


	September 30, 2022				December 31, 2021
Performance indicators:	Carrying Value		% of Total		Carrying Value		% of Total
Performing	$	2,165	97	%	$	1,533	95	%
Non-performing	65		3	%	73		5	%
Total residential mortgage loans, gross of valuation allowance	$	2,230	100	%	$	1,606	100	%
Allowance for expected loan loss	(30)		—	%	(25)		—	%
Total residential mortgage loans	$	2,200	100	%	$	1,581	100	%

Loans segregated by risk rating exposure as of September 30, 2022 and December 31, 2021, were as follows (in millions):


	September 30, 2022

	Amortized Cost by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Residential mortgages
Current (less than 30 days past due)	$	762	$	898	$	229	$	199	$	25	$	35	$	2,148
30-89 days past due	3		8		2		4		—		—		17
90 days or over past due	—		7		16		41		1		—		65
Total residential mortgages	$	765	$	913	$	247	$	244	$	26	$	35	$	2,230
Commercial mortgages
Current (less than 30 days past due)	$	250	$	1,301	$	510	$	—	$	—	$	271	$	2,332
30-89 days past due	—		—		—		—		—		—		—
90 days or over past due	—		—		—		—		—		9		9
Total commercial mortgages	$	250	$	1,301	$	510	$	—	$	—	$	280	$	2,341

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	December 31, 2021

	Amortized Cost by Origination Year
	2021		2020		2019		2018		2017		Prior		Total
Residential mortgages
Current (less than 30 days past due)	$	795	$	293	$	323	$	50	$	36	$	21	$	1,518
30-89 days past due	5		4		6		1		—		—		16
90 days or over past due	1		23		46		2		—		—		72
Total residential mortgages	$	801	$	320	$	375	$	53	$	36	$	21	$	1,606
Commercial mortgages
Current (less than 30 days past due)	$	1,301	$	543	$	—	$	6	$	—	$	324	$	2,174
30-89 days past due	—		—		—		—		—		—		—
90 days or over past due	—		—		—		—		—		—		—
Total commercial mortgage	$	1,301	$	543	$	—	$	6	$	—	$	324	$	2,174


	September 30, 2022

	Amortized Cost by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Commercial mortgages
LTV
Less than 50%	$	35	$	120	$	230	$	—	$	—	$	123	$	508
50% to 60%	105		267		158		—		—		139		669
60% to 75%	110		914		122		—		—		9		1,155
75% to 85%	—		—		—		—		—		9		9
Total commercial mortgages	$	250	$	1,301	$	510	$	—	$	—	$	280	$	2,341
Commercial mortgages
DSCR
Greater than 1.25x	$	250	$	1,301	$	510	$	—	$	—	$	255	$	2,316
1.00x - 1.25x	—		—		—		—		—		5		5
Less than 1.00x	—		—		—		—		—		20		20
Total commercial mortgages	$	250	$	1,301	$	510	$	—	$	—	$	280	$	2,341


	December 31, 2021

	Amortized Cost by Origination Year
	2021		2020		2019		2018		2017		Prior		Total
Commercial mortgages
LTV
Less than 50%	$	120	$	229	$	—	$	6	$	—	$	313	$	668
50% to 60%	267		192		—		—		—		11		470
60% to 75%	914		122		—		—		—		—		1,036
Total commercial mortgages	$	1,301	$	543	$	—	$	6	$	—	$	324	$	2,174
Commercial mortgages
DSCR
Greater than 1.25x	$	1,301	$	543	$	—	$	4	$	—	$	284	$	2,132
1.00x - 1.25x	—		—		—		2		—		31		33
Less than 1.00x	—		—		—		—		—		9		9
Total commercial mortgages	$	1,301	$	543	$	—	$	6	$	—	$	324	$	2,174

Non-accrual loans by amortized cost as of September 30, 2022 and December 31, 2021, were as follows (in millions):


Amortized cost of loans on non-accrual	September 30, 2022		December 31, 2021
Residential mortgage:	$	64	$	72
Commercial mortgage:	9		—
Total non-accrual loans	$	73	$	72

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Immaterial interest income was recognized on non-accrual financing receivables for the three and nine months ended September 30, 2022.

It is our policy to cease to accrue interest on loans that are over 90 days delinquent. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place. As of September 30, 2022 and December 31, 2021, we had $64 million and $72 million, respectively, of residential mortgage loans that were over 90 days past due, of which $33 million and $39 million were in the process of foreclosure as of September 30, 2022 and December 31, 2021, respectively.

Allowance for Expected Credit Loss

We estimate expected credit losses for our commercial and residential mortgage loan 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 unaudited Condensed Consolidated Statements of Earnings.

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


	Three months ended September 30, 2022						Nine months ended September 30, 2022

	Residential Mortgage		Commercial Mortgage		Total		Residential Mortgage		Commercial Mortgage		Total
Beginning Balance	$	29	$	6	$	35	$	25	$	6	$	31
Provision for loan losses	1		2		3		5		2		7




Ending Balance	$	30	$	8	$	38	$	30	$	8	$	38


	Three months ended September 30, 2021						Nine months ended September 30, 2021

	Residential Mortgage		Commercial Mortgage		Total		Residential Mortgage		Commercial Mortgage		Total
Beginning Balance	$	28	$	6	$	34	$	37	$	2	$	39
Provision for loan losses	(1)		—		(1)		(10)		4		(6)




Ending Balance	$	27	$	6	$	33	$	27	$	6	$	33

An allowance for expected credit loss is not measured on accrued interest income for commercial mortgage loans as we have a process to write-off interest on loans that enter into non-accrual status (over 90 days past due). Allowances for expected credit losses are measured on accrued interest income for residential mortgage loans and were immaterial as of September 30, 2022 and December 31, 2021.

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Interest and Investment Income

The major sources of Interest and investment income reported on the accompanying unaudited Condensed Consolidated Statements of Earnings were as follows (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Fixed maturity securities, available-for-sale	$	379	$	313	$	1,062	$	944
Equity securities	7		6		23		16
Preferred securities	15		13		48		45
Mortgage loans	48		34		136		90

Invested cash and short-term investments	19		4		36		5

Limited partnerships	(55)		168		116		412
Tax deferred property exchange income	35		4		49		13
Other investments	13		9		27		24
Gross investment income	461		551		1,497		1,549
Investment expense	(50)		(43)		(145)		(125)
Interest and investment income	$	411	$	508	$	1,352	$	1,424

Recognized Gains and Losses, net

Details underlying Recognized gains and losses, net reported on the accompanying unaudited Condensed Consolidated Statements of Earnings were as follows (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net realized (losses) gains on fixed maturity available-for-sale securities	$	(57)	$	22	$	(153)	$	75
Net realized/unrealized losses on equity securities (1)	(51)		(193)		(423)		(281)
Net realized/unrealized (losses) gains on preferred securities (2)	(8)		(4)		(216)		2
Realized (losses) gains on other invested assets	(54)		—		(64)		8
Change in allowance for expected credit losses	(8)		1		(20)		7
Derivatives and embedded derivatives:
Realized (losses) gains on certain derivative instruments	(74)		138		(59)		318
Unrealized losses on certain derivative instruments	(70)		(141)		(787)		(34)
Change in fair value of reinsurance related embedded derivatives (3)	94		23		357		23
Change in fair value of other derivatives and embedded derivatives	(2)		—		(10)		3
Realized (losses) gains on derivatives and embedded derivatives	(52)		20		(499)		310
Recognized gains and losses, net	$	(230)	$	(154)	$	(1,375)	$	121

(1) Includes net valuation losses of $52 million and $194 million for the three months ended September 30, 2022 and 2021, respectively, and net valuation losses of $440 million and $285 million for the nine months ended September 30, 2022 and 2021, respectively.

(2) Includes net valuation losses of $6 million and $1 million for the three months ended September 30, 2022 and 2021, respectively, and net valuation (losses) gains of $(213) million and $4 million for the nine months ended September 30, 2022 and 2021, respectively.

(3) Change in fair value of reinsurance related embedded derivatives is due to activity related to the reinsurance treaties with Kubera (novated from Kubera to Sommerset effective October 31, 2021) and Aspida Re.

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


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Proceeds	$	731	$	1,816	$	2,566	$	2,685
Gross gains	3		30		8		98
Gross losses	(58)		(8)		(157)		(24)

Unconsolidated Variable Interest Entities

We own 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 we participate in the benefits from VIEs in which we invest, but do not consolidate, the substantive power to make the key economic decisions for each respective VIE resides with entities not under our common control. It is for this reason that we are 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 unaudited Condensed Consolidated Balance Sheets. In addition, we invest in structured investments, which may be VIEs, but for which we are not the primary beneficiary. These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our unaudited Condensed Consolidated Balance Sheets.

Our maximum exposure to loss with respect to these VIEs is limited to the investment carrying amounts reported in our unaudited Condensed Consolidated Balance Sheets for limited partnerships and the amortized costs of our fixed maturity securities, in addition to any required unfunded commitments (also refer to Note F Commitments and Contingencies).

The following table summarizes the carrying value and the maximum loss exposure of our unconsolidated VIEs as of September 30, 2022 and December 31, 2021 (in millions).


	September 30, 2022				December 31, 2021
	Carrying Value		Maximum Loss Exposure		Carrying Value		Maximum Loss Exposure
Investment in limited partnerships	$	2,789	$	4,403	$	2,350	$	3,496
Fixed maturity securities	14,524		16,177		12,382		12,802
Total unconsolidated VIE investments	$	17,313	$	20,580	$	14,732	$	16,298

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Concentrations

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


	September 30, 2022
Blackstone Wave Asset Holdco (1)	$	902

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

Investment in Cannae Holdings, Inc. ("Cannae")

Included in equity securities as of December 31, 2021 were 5,775,598 shares of Cannae common stock (NYSE: CNNE). The fair value of this investment based on quoted market prices as of December 31, 2021 was $203 million. During the nine months ended September 30, 2022, we sold all 5,775,598 shares of CNNE common stock back to Cannae for approximately $109 million in the aggregate. As of September 30, 2022, we held no shares of CNNE common stock.

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Note E — Derivative Financial Instruments

The carrying amounts of derivative instruments, including derivative instruments embedded in FIA and IUL contracts, and reinsurance is as follows (in millions):


	September 30, 2022		December 31, 2021
Assets:
Derivative investments:
Call options	$	108	$	816


Other long-term investments:
Other embedded derivatives	22		33
Prepaid expenses and other assets:
Reinsurance related embedded derivatives	285		—
	$	415	$	849


Liabilities:
Contractholder funds:
FIA/ IUL embedded derivatives	$	2,775	$	3,883


Accounts payable and accrued liabilities:


Reinsurance related embedded derivatives	—		73

	$	2,775	$	3,956

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


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net investment gains (losses):
Call options	$	(149)	$	(6)	$	(858)	$	273
Futures contracts	(5)		—		(10)		4
Foreign currency forwards	10		3		22		7
Other derivatives and embedded derivatives	(2)		(1)		(10)		2
Reinsurance related embedded derivatives	94		23		357		23
Total net investment gains (losses)	$	(52)	$	19	$	(499)	$	309

Benefits and other changes in policy reserves:
FIA/ IUL embedded derivatives	$	(166)	$	(320)	$	(1,108)	$	35

Additional Disclosures

FIA/IUL Embedded Derivative and 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 unaudited Condensed Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in the unaudited Condensed Consolidated Statements of Earnings. See a description of the fair value methodology used in Note C 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

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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 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 unaudited Condensed 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.

Credit Risk

We are exposed to credit loss in the event of non-performance by our counterparties on the call options and reflect assumptions regarding this non-performance risk in the fair value of the call options. 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 we hold is presented in the following table (in millions):


		September 30, 2022
Counterparty	Credit Rating (Fitch/Moody's/S&P) (1)	Notional Amount		Fair Value		Collateral		Net Credit Risk
Merrill Lynch	AA/*/A+	$	3,937	$	14	$	—	$	14

Morgan Stanley	*/Aa3/A+	1,420		5		7		—
Barclay's Bank	A+/A1/A	5,514		26		35		—
Canadian Imperial Bank of Commerce	AA/Aa2/A+	4,189		22		28		—
Wells Fargo	A+/A1/BBB+	1,783		12		13		—
Goldman Sachs	A/A2/BBB+	969		5		5		—
Credit Suisse	BBB+/A2/A	959		3		3		—
Truist	A+/A2/A	2,706		19		22		—
Citibank	A+/Aa3/A+	370		2		3		—
Total		$	21,847	$	108	$	116	$	14

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		December 31, 2021
Counterparty	Credit Rating (Fitch/Moody's/S&P) (1)	Notional Amount		Fair Value		Collateral		Net Credit Risk
Merrill Lynch	AA/*/A+	$	3,307	$	128	$	86	$	42

Morgan Stanley	*/Aa3/A+	2,184		86		92		—
Barclay's Bank	A+/A1/A	5,197		231		233		—
Canadian Imperial Bank of Commerce	AA/Aa2/A+	2,936		147		151		—
Wells Fargo	A+/A1/BBB+	2,445		89		90		—
Goldman Sachs	A/A2/BBB+	307		10		10		—
Credit Suisse	A/A1/A+	1,485		74		75		—
Truist	A+/A2/A	1,543		51		53		—
Total		$	19,404	$	816	$	790	$	42

(1) 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 option 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 option 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 September 30, 2022 and December 31, 2021 counterparties posted $116 million and $790 million, respectively, of collateral of which $91 million and $576 million, respectively, is included in cash and cash equivalents with an associated payable for this collateral included in accounts payable and accrued liabilities on the unaudited Condensed Consolidated Balance Sheets. Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the call options failed completely to perform according to the terms of the contracts was $14 million at September 30, 2022 and $42 million at December 31, 2021.

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 unaudited Condensed Consolidated Balance Sheets.

We held 224 and 329 futures contracts at September 30, 2022 and December 31, 2021, respectively. The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements). We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets. The amount of cash collateral held by the counterparties for such contracts was $2 million and $3 million at September 30, 2022 and December 31, 2021, respectively.

Reinsurance Related Embedded Derivatives

F&G entered into a reinsurance agreement with Kubera effective December 31, 2018, to cede certain multi-year guaranteed annuity (“MYGA”) and deferred annuity business on a coinsurance funds withheld basis, net of applicable existing reinsurance. Effective October 31, 2021, this agreement was novated from Kubera to Somerset, a certified third-party reinsurer. Additionally, F&G entered into a reinsurance agreement with Aspida Re effective January 1, 2021, and amended in August 2021 and September 2022, to cede a quota share of certain deferred annuity business on a funds withheld basis. Fair value movements in the funds withheld balances associated with these arrangements creates an obligation for F&G to pay Somerset and Aspida Re at a later date, which results in embedded derivatives. These embedded derivatives are considered total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangements. The fair value of the total return swap is based on the change in fair value of the underlying

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assets held in the funds withheld portfolio. Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangements, including gains and losses from sales, were passed directly to the reinsurers pursuant to contractual terms of the reinsurance arrangements. The reinsurance related embedded derivatives are reported in prepaid expenses and other assets if in a net gain position, or accounts payable and accrued liabilities, if in a net loss position, on the unaudited Condensed Consolidated Balance Sheets and the related gains or losses are reported in Recognized gains and losses, net on the unaudited Condensed Consolidated Statements of Earnings.

Note F — 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 B 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 $16 million and $12 million as of September 30, 2022 and December 31, 2021, 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.

Two lawsuits have been filed related to FNF’s acquisition of F&G. On August 4, 2020, a stockholder derivative lawsuit styled, City of Miami General Employees’ and Sanitation Employees’ Retirement Trust v. Fidelity National Financial, et al., was filed in the Court of Chancery of the State of Delaware against the Company, its Board of Directors and others alleging breach of fiduciary duties as directors and officers relating to FNF’s acquisition of F&G. The Company’s Board of Directors (“Board”) designated a Special Litigation Committee (the “SLC”) consisting of three of the Board’s Directors, and authorized the SLC, among other things, to investigate and evaluate the claims and allegations asserted in the lawsuit. The Board gave the SLC the sole authority and power to consider and determine whether or not prosecution of the claims asserted in the lawsuit is in the best interest of the Company and its shareholders, and what action the Company should take with respect to the lawsuit. On January 24, 2022, the SLC, acting on behalf of FNF, and the other parties to the lawsuit reached an agreement to settle the action subject to various terms and conditions. On June 21, 2022, an order was entered approving the settlement and dismissing the case with prejudice.

On August 17, 2020, a lawsuit styled, In the Matter of FGL Holdings, was filed in the Grand Court of the Cayman Islands related to FNF's acquisition of F&G where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock. They sought a judicial determination of the fair value of their shares of F&G stock as of the date of valuation under the law of the Cayman Islands, together with interest. On September 5, 2022 the Grand Court of the Cayman Islands decided in favor of F&G. The dissenters failed to appeal, and their appeal period expired on October 20, 2022.

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,

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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.

F&G Commitments

In our F&G segment, we have unfunded investment commitments as of September 30, 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 as of September 30, 2022 is included below (in millions):


	September 30, 2022
Asset Type
Unconsolidated VIEs:
Limited partnerships	$	1,615
Whole loans	459
Fixed maturity securities, ABS	150
Other fixed maturity securities, AFS	104
Commercial mortgage loans	12

Other assets	126
Residential mortgage loans	4
Committed amounts included in liabilities	3
Total	$	2,473

Note G — Dividends

On November 3, 2022, our Board of Directors declared cash dividends of $0.45 per share, payable on December 30, 2022, to FNF common shareholders of record as of December 16, 2022.

Note H — Segment Information

Summarized financial information concerning our reportable segments is shown in the following tables.

As of and for the three months ended September 30, 2022:


	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	1,654	$	—	$	—	$	1,654
Other revenues	623		702		47		1,372
Revenues from external customers	2,277		702		47		3,026
Interest and investment income, including recognized gains and losses, net	14		200		(33)		181
Total revenues	2,291		902		14		3,207
Depreciation and amortization	38		87		6		131
Interest expense	—		6		22		28
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	335		143		(69)		409
Income tax expense (benefit)	93		28		(6)		115
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	242		115		(63)		294

Net earnings (loss) from continuing operations	$	242	$	115	$	(63)	$	294
Assets	$	8,906	$	51,291	$	1,967	$	62,164
Goodwill	2,587		1,756		266		4,609

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As of and for the three months ended September 30, 2021:


	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	2,214	$	—	$	—	$	2,214
Other revenues	849		431		44		1,324
Revenues from external customers	3,063		431		44		3,538
Interest and investment income, including recognized gains and losses, net	(142)		496		—		354
Total revenues	2,921		927		44		3,892
Depreciation and amortization	36		210		6		252
Interest expense	—		6		21		27
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	486		472		(32)		926
Income tax expense (benefit)	126		96		(9)		213
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	360		376		(23)		713
Equity in earnings (loss) of unconsolidated affiliates	26		—		1		27
Net earnings (loss) from continuing operations	$	386	$	376	$	(22)	$	740
Assets	$	9,994	$	46,723	$	1,789	$	58,506
Goodwill	2,493		1,756		266		4,515

As of and for the nine months ended September 30, 2022:


	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	5,582	$	—	$	—	$	5,582
Other revenues	1,994		1,364		86		3,444
Revenues from external customers	7,576		1,364		86		9,026
Interest and investment income, including recognized gains and losses, net	(348)		353		(28)		(23)
Total revenues	7,228		1,717		58		9,003
Depreciation and amortization	105		351		18		474
Interest expense	—		23		66		89
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	851		774		(126)		1,499
Income tax expense (benefit)	261		193		(20)		434
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	590		581		(106)		1,065
Equity in earnings of unconsolidated affiliates	16		—		—		16
Net earnings (loss) from continuing operations	$	606	$	581	$	(106)	$	1,081
Assets	$	8,906	$	51,291	$	1,967	$	62,164
Goodwill	2,587		1,756		266		4,609

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As of and for the nine months ended September 30, 2021:


	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	6,178	$	—	$	—	$	6,178
Other revenues	2,433		557		133		3,123
Revenues from external customers	8,611		557		133		9,301
Interest and investment income, including recognized gains and losses, net	(175)		1,711		9		1,545
Total revenues	8,436		2,268		142		10,846
Depreciation and amortization	103		419		18		540
Interest expense	—		21		62		83
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	1,569		925		(98)		2,396
Income tax expense (benefit)	389		189		(23)		555
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	1,180		736		(75)		1,841
Equity in earnings of unconsolidated affiliates	48		—		6		54
Net earnings (loss) from continuing operations	$	1,228	$	736	$	(69)	$	1,895
Assets	$	9,994	$	46,723	$	1,789	$	58,506
Goodwill	2,493		1,756		266		4,515

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 loan sub-servicing, valuations, default services, and home warranty products.

•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 PRT 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.

Note I — 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 (in millions).


	Nine months ended September 30,
	2022		2021
Cash paid for:
Interest	$	99	$	85
Income taxes	293		488
Deferred sales inducements	60		65
Non-cash investing and financing activities:

Change in proceeds of sales of investments available for sale receivable in period	150		(215)
Change in purchases of investments available for sale payable in period	157		465

Lease liabilities recognized in exchange for lease right-of-use assets	59		32
Remeasurement of lease liabilities	52		65

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Note J — Revenue Recognition

Disaggregation of Revenue

Our revenue consists of:


			Three months ended September 30,				Nine months ended September 30,
			2022		2021		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	$	688	$	896	$	2,314	$	2,546
Agency title insurance premiums	Agency title insurance premiums	Title	966		1,318		3,268		3,632
Life insurance premiums, insurance and investment product fees, and other	Escrow, title-related and other fees	F&G	702		431		1,364		557
Home warranty	Escrow, title-related and other fees	Title	52		57		129		144
Total revenue from insurance contracts			2,408		2,702		7,075		6,879
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Title	239		359		798		1,057
Other title-related fees and income	Escrow, title-related and other fees	Title	187		226		593		663
ServiceLink, excluding title premiums, escrow fees, and subservicing fees	Escrow, title-related and other fees	Title	84		108		270		295

Real estate technology	Escrow, title-related and other fees	Corporate and other	41		37		120		105

Other	Escrow, title-related and other fees	Corporate and other	6		7		(34)		28
Total revenue from contracts with customers			557		737		1,747		2,148
Other revenue:
Loan subservicing revenue	Escrow, title-related and other fees	Title	61		99		204		274
Interest and investment income	Interest and investment income	Various	411		508		1,352		1,424
Recognized gains and losses, net	Recognized gains and losses, net	Various	(230)		(154)		(1,375)		121
Total revenues	Total revenues		$	3,207	$	3,892	$	9,003	$	10,846

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

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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, unearned revenue ("UREV") on IUL policies, policy rider fees primarily on FIA policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.

Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingency, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. 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 VOBA, DAC, and DSI, other operating costs and expenses, and income taxes.

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:


	September 30, 2022		December 31, 2021
	(In millions)
Trade receivables	$	412	$	524
Deferred revenue (contract liabilities)	271		144

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 unaudited Condensed Consolidated Balance Sheets. During the three months and nine months ended September 30, 2022, we recognized $53 million and $92 million of revenue, respectively, which was included in deferred revenue at the beginning of the respective period.

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Note K —Value of Business Acquired, Deferred Acquisition Costs and Deferred Sales Inducements

A summary of the changes in the carrying amounts of our VOBA, DAC and DSI intangible assets is as follows (in millions):


	VOBA		DAC		DSI		Total
Balance at January 1, 2022	$	1,185	$	761	$	88	$	2,034

Deferrals	—		513		60		573
Amortization	(210)		(121)		(37)		(368)
Interest	19		20		1		40
Unlocking	(5)		(3)		5		(3)
Adjustment for net unrealized investment (gains) losses	707		198		65		970

Balance at September 30, 2022	$	1,696	$	1,368	$	182	$	3,246

	VOBA		DAC		DSI		Total
Balance at January 1, 2021	$	1,466	$	222	$	36	$	1,724

Deferrals	—		427		65		492
Amortization	(376)		(34)		(26)		(436)
Interest	23		8		1		32
Unlocking	(1)		1		(1)		(1)
Adjustment for net unrealized investment (gains) losses	38		(18)		(1)		19
Purchase price allocation adjustments	61		—		—		61
Balance at September 30, 2021	$	1,211	$	606	$	74	$	1,891

Amortization of VOBA, DAC, and DSI is based on the current and future expected gross margins or profits recognized, including investment gains and losses. The interest accrual rate utilized to calculate the accretion of interest on VOBA ranged from 0% to 4.71%. The adjustment for unrealized net investment losses (gains) represents the amount of VOBA, DAC, and DSI that would have been amortized if such unrealized gains and losses had been recognized. This is referred to as the “shadow adjustments” as the additional amortization is reflected in AOCI rather than the unaudited Condensed Consolidated Statements of Earnings. As of September 30, 2022 and September 30, 2021, the VOBA balances included cumulative adjustments for net unrealized investment gains (losses) of $(474) million and $245 million, respectively, the DAC balances included cumulative adjustments for net unrealized investment gains (losses) of $(159) million and $44 million, respectively, and the DSI balance included net unrealized investment gains (losses) of $(57) million and $6 million, respectively.

For the in-force liabilities as of September 30, 2022, the estimated amortization expense for VOBA in future fiscal periods is as follows (in millions):


	Estimated Amortization Expense
Fiscal Year
2022	$	(23)
2023	(9)
2024	170
2025	151
2026	134

Thereafter	798

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Note L — F&G Reinsurance

F&G 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 F&G's retention limit is reinsured. F&G primarily seeks reinsurance coverage in order to limit its exposure to mortality losses and enhance capital management. If the underlying policy being reinsured is an insurance contract, F&G follows reinsurance accounting when there is adequate risk transfer or deposit accounting if there is inadequate risk transfer. If the underlying policy being reinsured is an investment contract, the effects of the agreement are accounted for as a separate investment contract.

The effects of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the three and nine months ended September 30, 2022 and September 30, 2021 were as follows (in millions):


	Three months ended								Nine months ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred
Direct	$	642	$	1,319	$	412	$	461	$	1,248	$	2,016	$	500	$	1,646

Ceded	(31)		(727)		(32)		(276)		(98)		(1,634)		(103)		(912)
Net	$	611	$	592	$	380	$	185	$	1,150	$	382	$	397	$	734

Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits. F&G did not write off any significant reinsurance balances during the nine months ended September 30, 2022 and September 30, 2021. F&G did not commute any ceded reinsurance treaties during the nine months ended September 30, 2022 and September 30, 2021.

F&G estimates expected credit losses on reinsurance recoverables using a probability of default/loss given default model. Significant inputs to the model include the reinsurer's credit risk, expected timing of recovery, industry-wide historical default experience, senior unsecured bond recovery rates, and credit enhancement features. As of September 30, 2022 and September 30, 2021, the expected credit loss reserve was $19 million and $19 million, respectively. There were no significant changes in the expected credit loss reserve for the three and nine months ended September 30, 2022 and September 30, 2021.

No policies issued by F&G have been reinsured with any foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance.

F&G has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than non-payment of premiums or other similar credit issues.

F&G has entered into a Funds Withheld Coinsurance Agreement with Aspida Re, a Bermuda reinsurer. In accordance with the terms of this agreement, F&G ceded to the reinsurer, on a funds withheld coinsurance basis, certain multiyear guaranteed annuity business written effective January 1, 2021. The agreement was originally executed January 15, 2021 and amended in August 2021 and September 2022. For reinsured policies issued prior to September 1, 2022, the policies are ceded on a 50% quota share basis. For reinsured policies issued on or after September 1, 2022, the policies are ceded on a 75% quota share basis, capped at $350 million cession per month. The effects of this agreement are accounted for as a separate investment contract.

Effective May 1, 2020, F&G entered into an indemnity reinsurance agreement with Canada Life Assurance Company United States Branch, a third party reinsurer, to reinsure FIA policies with guaranteed minimum withdrawal benefit (“GMWB”). In accordance with the terms of this agreement, F&G cedes a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB. This treaty was subsequently amended effective January 1, 2021 and January 1, 2022, and now covers FIA policies with GMWB issued from January 1, 2020 to December 31, 2023. The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP; therefore, deposit accounting is applied.

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Concentration of Reinsurance Risk

F&G has a significant concentration of reinsurance risk with third party reinsurers, Aspida Re, Wilton Reassurance Company (“Wilton Re”), and Somerset, that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties. Aspida Re has an A- issuer credit rating from AM Best as of September 30, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement. Wilton Re has an A+ issuer credit rating from AM Best and an A issuer credit rating from Fitch as of September 30, 2022. Somerset has an A- issuer credit rating from AM Best and a BBB+ issuer credit rating from S&P as of September 30, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement. On September 30, 2022, the net amounts recoverable from Aspida Re, Wilton Re, and Somerset were $2,304 million, $1,241 million, and $591 million, respectively. We monitor both the financial condition of individual reinsurers and risk concentration arising from similar activities and economic characteristics of reinsurers to attempt to reduce the risk of default by such reinsurers. We believe that all amounts due from Aspida Re, Wilton Re, and Somerset for periodic treaty settlements are collectible as of September 30, 2022.

There have been no other material changes in the reinsurance and the intercompany reinsurance agreements described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Note M — F&G Insurance Subsidiary Financial Information and Regulatory Matters

Our U.S. insurance subsidiaries, FGL Insurance, FGL NY Insurance, and Raven Re, file financial statements with state insurance regulatory authorities and 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.

F&G Cayman Re Ltd and F&G Life Re Ltd (Bermuda) file financial statements with their respective regulators that are based on U.S. GAAP.

FGL Insurance applies Iowa-prescribed accounting practices that permit Iowa-domiciled insurers to report equity call options used to economically hedge FIA index credits at amortized cost for statutory accounting purposes and to calculate FIA statutory reserves such that index credit returns will be included in the reserve only after crediting to the annuity contract. This resulted in a $145 million and $106 million decrease to statutory capital and surplus at September 30, 2022 and December 31, 2021, respectively.

FGL Insurance’s statutory carrying value of Raven Reinsurance Company ("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 $35 million and $85 million at September 30, 2022 and December 31, 2021, respectively.

Raven Re is also permitted to follow Iowa prescribed statutory accounting practice for its reserves on reinsurance assumed from FGL Insurance. Without such permitted statutory accounting practices, Raven Re’s statutory capital and surplus (deficit) and its risk-based capital would not fall below the minimum regulatory requirements. The letter of credit facility is collateralized by NAIC 1 rated debt securities. If the permitted practice was revoked, the letter of credit could be replaced by the collateral assets with Nomura’s consent. FGL Insurance’s statutory carrying value of Raven Re was $66 million and $115 million at September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022, FGL NY Insurance did not follow any prescribed or permitted statutory accounting practices that differ from the NAIC's statutory accounting practices.

The prescribed and permitted statutory accounting practices have no impact on our unaudited Condensed Consolidated Financial Statements, which are prepared in accordance with GAAP.

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Note N — Acquisitions

AllFirst

On August 9, 2022, we acquired approximately 74% of the outstanding equity of AllFirst for approximately $127 million in cash consideration.

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The purchase price has been allocated to AllFirst's assets acquired and liabilities assumed based on their fair values as of August 9, 2022. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is expected to be deductible for tax purposes. In connection with the acquisition, we recorded preliminary fair value estimates for goodwill, other intangibles, other assets, other liabilities and non-controlling interest of $71 million, $83 million, $43 million, $20 million and $45 million, respectively.

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	$	72	10
Trade name	9		10
Non-compete agreements	1		5
Software	1		2
Total Other intangible assets	$	83

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: the potential impact of the consummation of the proposed F&G spin-off transaction on relationships, including employees, suppliers, customers and competitors; our ability to successfully realize the anticipated benefits of the proposed spin-off transaction; the ability to satisfy any necessary conditions (including any applicable regulatory approvals) to consummate the spin-off transaction within the estimated timeframe or at all; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, or a weak U.S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in consummating and integrating acquisitions; our dependence on distributions from our title insurance underwriters as our main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2021 and other filings with the SEC.

The following discussion should be read in conjunction with our Annual Report.

Overview

For a description of our business, including descriptions of segments and recent business developments, see the discussion in Note A Basis of Financial Statements in the accompanying unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part I, Item 2.

Business Trends and Conditions

Title

Our Title segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.

We have found that residential real estate activity is generally dependent on the following factors:

•mortgage interest rates;

•mortgage funding supply;

•housing inventory and home prices;

•supply and demand for commercial real estate; and

•the strength of the United States economy, including employment levels.

The most recent forecast of the Mortgage Bankers Association ("MBA"), as of October 23, 2022, estimates (actual for fiscal year 2021) the size of the U.S. residential mortgage originations market as shown in the following table for 2021 - 2024 in its "Mortgage Finance Forecast" (in trillions):


	2024		2023		2022		2021
Purchase transactions	$	1.7	$	1.5	$	1.6	$	1.9
Refinance transactions	$	0.6	$	0.5	$	0.7	$	2.5
Total U.S. mortgage originations forecast	$	2.3	$	2.0	$	2.3	$	4.4

As of October 23, 2022, the MBA expects residential purchase transactions to decrease in 2022 and 2023 before increasing in 2024. Additionally, the MBA expects residential refinance transactions and overall mortgage originations to decrease in 2022 and 2023 before increasing in 2024.

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The Federal Reserve raised the benchmark interest rate from near zero as of March 2022 to a range between 3% and 3.25% as of September 2022, moving most recently in 75 basis point increments in an effort to combat inflation. Average interest rates for a 30-year fixed rate mortgage increased to 5.6% and 4.8% for the three and nine months ended September 30, 2022, respectively, as compared to 2.9% and 2.9% for the corresponding periods of 2021. On November 3, 2022, the Federal Reserve raised the benchmark interest rate by an additional 75 basis points.

A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets created some volatility in the residential real estate market in 2021, which has continued into 2022. Additionally, geopolitical uncertainties associated with the war in Ukraine have created additional volatility in the global economy in 2022. Existing-home sales decreased 24% in September 2022 as compared to the corresponding period in 2021 while median existing-home sales prices rose to $384,800 in September 2022, an 8% increase over the corresponding period in 2021.

Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 3.5% in September 2022, which equals the record low set in February 2020, as compared to 4.7% in September 2021.

Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space and occupancy rates in a particular area rather than by interest rate fluctuations, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. Commercial real estate transaction volume is also often linked to the availability of financing. Factors including U.S. tax reform and a shift in U.S. monetary policy have had, or are expected to have, varying effects on availability of financing in the U.S. Lower corporate and individual tax rates and corporate tax-deductibility of capital expenditures have provided increased capacity and incentive for investments in commercial real estate. In 2021 and the first nine months of 2022, we experienced strong demand in commercial real estate markets and, therefore, experienced relatively high volumes and fee-per-file in our commercial business when compared to historical results.

We continually monitor mortgage origination trends and believe that, based on our ability to produce industry leading operating margins through all economic cycles, we are well positioned to adjust our operations for adverse changes in real estate activity and to take advantage of increased volume when demand increases.

Seasonality. Historically, real estate transactions have produced seasonal revenue fluctuations in the real estate industry. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The second and third calendar quarters are typically the strongest quarters in terms of revenue, primarily due to a higher volume of residential transactions in the spring and summer months. The fourth quarter is typically strong due to the desire of commercial entities to complete transactions by year-end. We have noted short-term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates. Due to COVID-19 and the Federal Reserve's actions in 2020 in response to the pandemic, seasonality deviated from historical patterns in 2021. In 2022, the rapid rise in mortgage rates and resulting decline in housing affordability are adding pressure to the normal second half seasonal decline in purchase transactions.

F&G

The following factors represent some of the key trends and uncertainties that have influenced the development of our F&G segment and its historical financial performance, and we believe these key trends and uncertainties will continue to influence the business and financial performance of our F&G segment in the future.

COVID-19 Pandemic

While still evolving, the COVID-19 pandemic has caused significant economic and financial turmoil in the U.S. and around the world. At this time, it is still not possible to estimate the longer term-effects the COVID-19 pandemic could have on our F&G segment or our consolidated financial statements. Increased economic uncertainty and increased unemployment that could potentially result from the spread of COVID-19 and its variants may result in F&G policyholders seeking sources of liquidity and withdrawing at rates greater than was previously expected. Additionally, adverse events or conditions resulting from COVID-19 could also have a negative effect on its sales of new policies and could result in more volatility from the impact of mortality experience. As of September 30, 2022, F&G has not seen a sustained elevated level of adverse policyholder experience from the impact of COVID-19 on the overall business. The full extent to which the COVID-19

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pandemic impacts our F&G segment's financial condition, results of operations, liquidity or prospects will depend on future developments, which cannot be predicted at this time.

Market Conditions

Market volatility has affected, and may continue to affect, our business and financial performance in varying ways. Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions. To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions. See Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion of risk factors that could affect market conditions.

Interest Rate Environment

Some of our F&G products include guaranteed minimum crediting rates, most notably our fixed rate annuities. As of September 30, 2022, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6.0 billion and 3%, respectively. We are required to pay the guaranteed minimum crediting rates even if earnings on our investment portfolio decline, which would negatively impact earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates for a longer period in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio would increase earnings if the average interest rate we pay on our products does not rise correspondingly. Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.

See Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 for a more detailed discussion of interest rate risk.

Aging of the U.S. Population

We believe that the aging of the U.S. population will increase the demand for our FIA and IUL products. As the “baby boomer” generation prepares for retirement, we believe that demand for retirement savings, growth, and income products will grow. Over 10,000 people will turn 65 each day in the United States over the next 15 years, and according to the U.S. Census Bureau, the proportion of the U.S. population over the age of 65 is expected to grow from 17% in 2021 to 21% in 2035. The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.

Industry Factors and Trends Affecting Our Results of Operations

We operate in the sector of the insurance industry that focuses on the needs of middle-income Americans. The underserved middle-income market represents a major growth opportunity for us. As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our FIA products afford. Accordingly, the FIA market grew from nearly $12 billion of sales in 2002 to $66 billion of sales in 2021. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual premiums in 2002 to $2 billion of annual premiums in 2021.

See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 for a more detailed discussion of industry factors and trends affecting our Results of Operations.

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Results of Operations

Consolidated Results of Operations

Net Earnings. The following table presents certain financial data for the periods indicated:




	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	(In millions)
Revenues:
Direct title insurance premiums	$	688	$	896	$	2,314	$	2,546
Agency title insurance premiums	966		1,318		3,268		3,632
Escrow, title-related and other fees	1,372		1,324		3,444		3,123

Interest and investment income	411		508		1,352		1,424
Recognized gains and losses, net	(230)		(154)		(1,375)		121
Total revenues	3,207		3,892		9,003		10,846
Expenses:
Benefits and other changes in policy reserves	592		185		382		734
Personnel costs	796		894		2,458		2,596
Agent commissions	747		1,010		2,521		2,787

Other operating expenses	430		498		1,329		1,432

Depreciation and amortization	131		252		474		540
Provision for title claim losses	74		100		251		278
Interest expense	28		27		89		83
Total expenses	2,798		2,966		7,504		8,450
Earnings before income taxes and equity in earnings of unconsolidated affiliates	409		926		1,499		2,396
Income tax expense	115		213		434		555
Equity in earnings of unconsolidated affiliates	—		27		16		54
Net earnings from continuing operations	$	294	$	740	$	1,081	$	1,895

Revenues.

Total revenues decreased by $685 million in the three months ended September 30, 2022 and decreased by $1,843 million in the nine months ended September 30, 2022 compared to the corresponding periods in 2021.

Net earnings from continuing operations decreased by $446 million in the three months ended September 30, 2022 and decreased by $814 million in the nine months ended September 30, 2022 compared to the corresponding periods in 2021.

The change in revenue and net earnings from our reportable segments is discussed in further detail at the segment level below.

Expenses.

Our operating expenses consist primarily of Personnel costs; Other operating expenses, which in our title business are incurred as orders are received and processed; Agent commissions, which are incurred as title agency revenue is recognized; and Benefits and other changes in policy reserves, which in our F&G segment are charged to earnings in the period they are earned by the policyholder based on their selected strategy. For traditional life and immediate annuities, policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries. Title insurance premiums, escrow and title-related fees are generally recognized as income at the time the underlying transaction closes or other service is provided. Direct title operations revenue often lags approximately 45-60 days behind expenses and therefore gross margins may fluctuate. The changes in the market environment, mix of business between direct and agency operations and the contributions from our various business units have historically impacted margins and net earnings. We have implemented programs and have taken necessary actions to maintain expense levels consistent with revenue

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streams. However, a short-term lag exists in reducing controllable fixed costs and certain fixed costs are incurred regardless of revenue levels.

Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses.

Agent commissions represent the portion of premiums retained by our third-party agents pursuant to the terms of their respective agency contracts.

Benefit expenses for deferred annuity, FIA and IUL policies include index credits and interest credited to contractholder account balances and benefit claims in excess of contract account balances, net of reinsurance recoveries. Other changes in policy reserves include the change in the fair value of the FIA embedded derivative and the change in the reserve for secondary guarantee benefit payments. Other changes in policy reserves also include the change in reserves for life insurance products.

Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), appraisal fees and other cost of sales on ServiceLink product offerings and other title-related products, postage and courier services, computer services, professional services, travel expenses, general insurance and bad debt expense on our trade and notes receivable.

The Provision for title claim losses includes an estimate of anticipated title and title-related claims, and escrow losses.

The change in expenses attributable to our reportable segments is discussed in further detail at the segment level below.

Income tax expense was $115 million and $213 million in the three months ended September 30, 2022 and 2021, respectively, and $434 million and $555 million in the nine months ended September 30, 2022 and 2021, respectively. Income tax expense as a percentage of earnings before income taxes was 28% and 23% in the three months ended September 30, 2022 and 2021, respectively and 29% and 23% in the nine months ended September 30, 2022 and 2021, respectively. The increase in income tax expense as a percentage of earnings before taxes in the three months ended September 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes. The increase in income tax expense as a percentage of earnings before taxes in the nine months ended September 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to realized losses on the past sales of discontinued operations and the aforementioned recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes.

The Inflation Reduction Act of 2022 (the "IRA") was signed into law on August 16, 2022. Among other changes, the IRA introduced a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income and a 1% excise tax on treasury stock repurchases. The effective date of these provisions will be January 1, 2023. We do not anticipate that the IRA will have a material effect on our current or future financial condition or results from operations.

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Title

The following table presents the results from operations of our Title segment:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
	(In millions)
Revenues:
Direct title insurance premiums	$	688	$	896	$	2,314	$	2,546
Agency title insurance premiums	966		1,318		3,268		3,632
Escrow, title-related and other fees	623		849		1,994		2,433
Interest and investment income	62		27		124		83
Recognized gains and losses, net	(48)		(169)		(472)		(258)
Total revenues	2,291		2,921		7,228		8,436
Expenses:
Personnel costs	725		838		2,322		2,418
Agent commissions	747		1,010		2,521		2,787
Other operating expenses	372		451		1,178		1,281
Depreciation and amortization	38		36		105		103
Provision for title claim losses	74		100		251		278

Total expenses	1,956		2,435		6,377		6,867
Earnings from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates	$	335	$	486	$	851	$	1,569
Orders opened by direct title operations (in thousands)	363		688		1,328		2,153
Orders closed by direct title operations (in thousands)	278		527		1,006		1,692
Fee per file (in dollars)	$	3,621	$	2,581	$	3,323	$	2,310

Total revenues for the Title segment decreased by $630 million, or 22%, in the three months ended September 30, 2022 and decreased by $1,208 million, or 14% in the nine months ended September 30, 2022 from the corresponding periods in 2021.

The following table presents the percentages of title insurance premiums generated by our direct and agency operations:


	Three months ended September 30,								Nine months ended September 30,
			% of				% of				% of				% of
	2022		Total		2021		Total		2022		Total		2021		Total
	(Dollars in millions)
Title premiums from direct operations	$	688	42	%	$	896	40	%	$	2,314	41	%	$	2,546	41	%
Title premiums from agency operations	966		58		1,318		60		3,268		59		3,632		59
Total title premiums	$	1,654	100	%	$	2,214	100	%	$	5,582	100	%	$	6,178	100	%

Title premiums decreased by $560 million, or 25% in the three months ended September 30, 2022 from the corresponding period in 2021. The decrease was comprised of a decrease in Title premiums from direct operations of $208 million, or 23%, and a decrease in Title premiums from agency operations of $352 million, or 27%.

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Title premiums decreased by 9.6% in the nine months ended September 30, 2022 as compared to the corresponding period in 2021. The decrease is comprised of a decrease in Title premiums from direct operations of $232 million, or 9%, and a decrease in Title premiums from agency operations of $364 million or 10%.

The following table presents the percentages of opened and closed title insurance orders generated by purchase and refinance transactions by our direct operations:


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Opened title insurance orders from purchase transactions (1)	76	%	50	%	70	%	48	%
Opened title insurance orders from refinance transactions (1)	24		50		30		52
	100	%	100	%	100	%	100	%

Closed title insurance orders from purchase transactions (1)	76	%	50	%	66	%	43	%
Closed title insurance orders from refinance transactions (1)	24		50		34		57
	100	%	100	%	100	%	100	%

_______________________________________

(1) Percentages exclude consideration of an immaterial number of non-purchase and non-refinance orders.

Title premiums from direct operations decreased in the three and nine months ended September 30, 2022 from the corresponding periods in 2021. The decreases were primarily attributable to decreased closed order volume, partially offset by increases in the average fee per file, which were driven by increases in the proportion of purchase transactions versus refinance transactions.

We experienced a significant decrease in closed title insurance order volume from refinance transactions in the three and nine months ended September 30, 2022 from the corresponding periods in 2021. Closed title insurance order volume from purchase transactions also decreased in the three and nine months ended September 30, 2022 when compared to the corresponding periods in 2021. Total closed order volume was 278,000 in the three months ended September 30, 2022 compared to 527,000 in the three months ended September 30, 2021 and 1,006,000 in the nine months ended September 30, 2022 compared to 1,692,000 in the nine months ended September 30, 2021. This represented an overall decrease of 47% and 41% in the three and nine months ended September 30, 2022, respectively, from the corresponding periods in 2021. The decreases were primarily attributable to higher average mortgage interest rates and the surge in residential refinance transactions in 2020 and the first half of 2021, resulting in a decline in the population of eligible refinance candidates in the three and nine months ended September 30, 2022 when compared to the corresponding periods in 2021.

Total opened title insurance order volume decreased in the three and nine months ended September 30, 2022 from the corresponding periods in 2021. The decrease was attributable to decreased opened title orders from refinance and purchase transactions.

The average fee per file in our direct operations was $3,621 and $3,323 in the three and nine months ended September 30, 2022, respectively, compared to $2,581 and $2,310 in the three and nine months ended September 30, 2021, respectively. The increases in average fee per file in the three and nine-month periods reflect an increased proportion of purchase transactions relative to total closed orders and an increased commercial market compared to the corresponding periods in 2021. The fee per file tends to change as the mix of refinance and purchase transactions changes, because purchase transactions involve the issuance of both a lender’s policy and an owner’s policy, resulting in higher fees, whereas refinance transactions only require a lender’s policy, resulting in lower fees.

Title premiums from agency operations decreased $352 million, or 27%, in the three months ended September 30, 2022 and decreased $364 million, or 10%, in the nine months ended September 30, 2022 from the corresponding periods in 2021. The current trends in the agency business reflect a softening residential purchase environment in many markets throughout the country and a dramatic decline in residential refinance transactions, consistent with recent trends in our direct business.

Escrow, title-related and other fees decreased by $226 million, or 27%, in the three months ended September 30, 2022 and decreased $439 million or 18% in the nine months ended September 30, 2022 from the

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corresponding periods in 2021. Escrow fees decreased by $120 million, or 33%, in the three months ended September 30, 2022 and $259 million, or 24% in the nine months ended September 30, 2022 from the corresponding periods in 2021. The decreases in the three and nine-month periods were primarily attributable to the significant decrease in residential refinance transactions, which have relatively higher escrow fees per transaction than residential purchase and commercial transactions. Other fees, excluding escrow fees, decreased by $106 million, or 22%, in the three months ended September 30, 2022 and decreased by $181 million, or 13% in the nine months ended September 30, 2022 from the corresponding periods in 2021. The decreases in Other fees in the three and nine-month periods were attributable to various immaterial items.

Interest and investment income levels are primarily a function of securities markets, interest rates and the amount of cash available for investment. Interest and investment income increased $35 million, or 130%, in the three months ended September 30, 2022 and increased $41 million, or 49% in the nine months ended September 30, 2022 from the corresponding period in 2021. The increases in the three and nine-month periods were primarily attributable to increased income from our tax-deferred property exchange business and higher yields on our short-term investments when compared to the corresponding periods in 2021.

Net recognized losses were $48 million and $169 million in the three months ended September 30, 2022 and 2021, respectively. Net recognized losses were $472 million and $258 million in the nine months ended September 30, 2022 and 2021, respectively. The variations in net recognized losses in the three and nine months ended September 30, 2022 compared to the corresponding periods in 2021 are primarily attributable to fluctuations in non-cash valuation changes on our equity and preferred security holdings in addition to various other immaterial items.

Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs decreased $113 million, or 13%, in the three months ended September 30, 2022 and decreased $96 million, or 4% in the nine months ended September 30, 2022 compared to the corresponding periods in 2021. The decreases in the three and nine-month periods are due to lower average head count in the 2022 periods in response to the significant decline in refinance orders and the recent declines in purchase and commercial orders, partially offset by an increase in the 401(k) match in the 2022 periods. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 55% and 48% for the three months ended September 30, 2022 and 2021, respectively and 54% and 49% for the nine-month periods ended September 30, 2022 and 2021, respectively. Average employee count in the Title segment was 24,485 and 27,799 in the three months ended September 30, 2022 and 2021, respectively, and 25,914 and 27,164 in the nine months ended September 30, 2022 and 2021, respectively.

Other operating expenses decreased by $79 million, or 18%, in the three months ended September 30, 2022, and decreased by $103 million, or 8% in the nine months ended September 30, 2022 from the corresponding periods in 2021. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 28% and 26% in the three months ended September 30, 2022 and 2021, respectively, and 27% and 26% in the nine months ended September 30, 2022 and 2021, respectively.

Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions and the resulting percentage of agent premiums that we retain vary according to regional differences in real estate closing practices and state regulations.

The following table illustrates the relationship of agent premiums and agent commissions, which has remained relatively consistent since 2021:


	Three months ended September 30,								Nine months ended September 30,
	2022		%		2021		%		2022		%		2021		%
	(Dollars in millions)
Agent premiums	$	966	100	%	$	1,318	100	%	$	3,268	100	%	$	3,632	100	%
Agent commissions	747		77	%	1,010		77	%	2,521		77	%	2,787		77	%
Net retained agent premiums	$	219	23	%	$	308	23	%	$	747	23	%	$	845	23	%

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The claim loss provision for title insurance was $74 million and $100 million for the three months ended September 30, 2022 and 2021, respectively, and $251 million and $278 million for the nine months ended September 30, 2022 and 2021, respectively. The provision reflects an average provision rate of 4.5% of title premiums in all periods. We continually monitor and evaluate our loss provision level, actual claims paid, and the loss reserve position each quarter. This loss provision rate is set to provide for losses on current year policies, but due to development of prior years and our long claim duration, it periodically includes amounts of estimated adverse or positive development on prior years' policies.

F&G

Segment Overview

Through our wholly owned F&G subsidiary, we have five distribution channels across retail and institutional markets. Our three retail channels include agent-based IMOs, banks and broker dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF’s ownership and F&G’s subsequent rating upgrades in mid-2020, we launched into banks and broker dealers. Further, in 2021, we launched two institutional channels to originate Funding Agreement Backed Note ("FABN") and PRT transactions. The FABN Program offers funding agreements to institutional clients by means of capital markets transactions through investment banks. The funding agreements issued under the FABN Program are in addition to those issued to the Federal Home Loan Bank of Atlanta ("FHLB"). The PRT solutions business was launched by building an experienced team and then working with brokers and institutional consultants for distribution. These markets leverage our existing team's spread-based capabilities as well as our strategic partnership with Blackstone.

In setting the features and pricing of our flagship FIA products relative to our targeted net margin, we take into account our expectations regarding (1) the difference between the net investment income we earn and the sum of the interest credited to policyholders and the cost of hedging our risk on the policies; (2) fees, including surrender charges and rider fees, partly offset by vesting bonuses that we pay our policyholders; and (3) a number of related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.

Key Components of Our Historical Results of Operations

Through our insurance subsidiaries, we issue a broad portfolio of deferred annuities (FIA and fixed rate annuities), indexed universal life insurance (IUL), immediate annuities, funding agreements and PRT solutions. A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued. IUL insurance is a complementary type of contract that accumulates value in a cash value account and provides a payment to designated beneficiaries upon the policyholder’s death. An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time.

Under U.S. GAAP, premium collections for FIAs, fixed rate annuities, immediate annuities and PRT without life contingency, and deposits 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 are 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

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benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, other operating costs and expenses, and income taxes.

F&G hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions. We purchase derivatives consisting predominantly of call options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy. These derivatives are used to offset the reserve impact of the index credits due to policyholders under the FIA and IUL contracts. The majority of all such call options are one-year options purchased to match the funding requirements underlying the FIA/IUL contracts. We attempt to manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps, spread, or participation rates on each policy's annual anniversary, subject to certain guaranteed minimums that must be maintained. The call options and futures contracts are marked to fair value with the change in fair value included as a component of net investment gains (losses). The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instruments’ terms or upon early termination and the changes in fair value of open positions.

Earnings from products accounted for as deposit liabilities are primarily generated from the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on FIA/IUL policies. With respect to FIAs/IULs, the cost of hedging our risk includes the expenses incurred to fund the index credits. Proceeds received upon expiration or early termination of call options purchased to fund annual index credits are recorded as part of the change in fair value of derivatives, and are largely offset by an expense for index credits earned on annuity contractholder fund balances.

Our profitability depends in large part upon the amount of assets under management (“AUM” — see “Non-GAAP Financial Measures” section), the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed product policies earned on our average assets under management ("AAUM" — see “Non-GAAP Financial Measures”), our ability to manage our operating expenses and the costs of acquiring new business (principally commissions to agents and bonuses credited to policyholders). As we grow AUM, earnings generally increase. AUM increases when cash inflows, which include sales, exceed cash outflows. Managing the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed product policies involves the ability to maximize returns on our AUM and minimize risks such as interest rate changes and defaults or impairment of investments. It also includes our ability to manage interest rates credited to policyholders and costs of the options and futures purchased to fund the annual index credits on the FIA/IULs. We analyze returns on AAUM, VOBA, pre- and post-DAC and DSI as well as pre- and post-tax to measure our profitability in terms of growth and improved earnings.

In June 2021, we established a FABN Program, pursuant to which FGL Insurance may issue funding agreements to a special purpose statutory trust (the “Trust”) for spread lending purposes. The maximum aggregate principal amount permitted to be outstanding at any one time under the FABN Program is currently $5.0 billion. We also issue funding agreements through the FHLB.

In July 2021, we entered the PRT market, pursuant to which FGL Insurance and FGL NY Insurance may issue group annuity contracts to discharge pension plan liabilities from a pension plan sponsor. Life contingent PRT premiums are included in life insurance premiums and other fees below.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, this document includes non-GAAP financial measures, which the Company believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. Management believes these non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. By disclosing these non-GAAP financial measures, the Company believes it offers investors a greater understanding of, and an enhanced level of transparency into, the means by which the Company’s management operates the Company. Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings, net earnings attributable to common shareholders, or any other measures derived in accordance with

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GAAP as measures of operating performance or liquidity. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are provided within.

Adjusted Net Earnings Attributable to Common Shareholders

Adjusted net earnings attributable to common shareholders (“Adjusted net earnings”) is a non-GAAP economic measure we use to evaluate financial performance each period. Adjusted net earnings is calculated by adjusting net earnings (loss) from continuing operations attributable to common shareholders to eliminate:

(i) Recognized (gains) and losses, net: the impact of net investment gains/losses, including changes in allowance for expected credit losses and other than temporary impairment (“OTTI”) losses, recognized in operations; and the effect of changes in fair value of the reinsurance related embedded derivative;

(ii) Indexed product related derivatives: the impacts related to changes in the fair value, including both realized and unrealized gains and losses, of index product related derivatives and embedded derivatives, net of hedging cost;

(iii) Purchase price amortization: the impacts related to the amortization of certain intangibles (internally developed software, trademarks and value of distribution asset (“VODA”)) recognized as a result of acquisition activities;

(iv) Transaction costs: the impacts related to acquisition, integration and merger related items;

(v) Other “non-recurring,” “infrequent” or “unusual items”: Management excludes certain items determined to be “non-recurring,” “infrequent” or “unusual” from adjusted net earnings when incurred if it is determined these expenses are not a reflection of the core business and when the nature of the item is such that it is not reasonably likely to recur within two years and/or there was not a similar item in the preceding two years.

(vi) Amortization of actuarial intangibles and SOP 03-1 reserve offset: The intangibles amortization and SOP 03-1 change offsets related to the above mentioned adjustments; and

(vii) Income taxes: the income tax impact related to the above mentioned adjustments is measured using an effective tax rate, as appropriate by tax jurisdiction.

While these adjustments are an integral part of the overall performance of F&G, market conditions and/or the non-operating nature of these items can overshadow the underlying performance of the core business. Accordingly, management considers this to be a useful measure internally and to investors and analysts in analyzing the trends of our operations. Adjusted net earnings should not be used as a substitute for net earnings (loss). However, we believe the adjustments made to net earnings (loss) in order to derive adjusted net earnings provide an understanding of our overall results of operations.

For example, we could have strong operating results in a given period, yet report net income that is materially less, if during such period the fair value of our derivative assets hedging the FIA and IUL index credit obligations decreased due to general equity market conditions but the embedded derivative liability related to the index credit obligation did not decrease in the same proportion as the derivative assets because of non-equity market factors such as interest rate and non-performance credit spread movements. Similarly, we could also have poor operating results in a given period yet show net earnings (loss) that is materially greater, if during such period the fair value of the derivative assets increases but the embedded derivative liability did not increase in the same proportion as the derivative assets. We hedge our index credits with a combination of static and dynamic strategies, which can result in earnings volatility, the effects of which are generally likely to reverse over time. Our management and board of directors review adjusted net earnings and net earnings (loss) as part of their examination of our overall financial results. However, these examples illustrate the significant impact derivative and embedded derivative movements can have on our net earnings (loss). Accordingly, our management performs a review and analysis of these items, as part of their review of our hedging results each period.

Amounts attributable to the fair value accounting for derivatives hedging the FIA and IUL index credits and the related embedded derivative liability fluctuate from period to period based upon changes in the fair values of call options purchased to fund the annual index credits, changes in the interest rates and non-performance credit spreads used to discount the embedded derivative liability, and the fair value assumptions reflected in the

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embedded derivative liability. The accounting standards for fair value measurement require the discount rates used in the calculation of the embedded derivative liability to be based on risk-free interest rates adjusted for our non-performance as of the reporting date. The impact of the change in fair values of FIA-related derivatives, embedded derivatives and hedging costs has been removed from net earnings (loss) in calculating adjusted net earnings.

We have updated our non-GAAP measure definition for Adjusted net earnings as of September 30, 2022 to remove the alternative investments adjustment that was previously made for the difference between actual net investment income earned on our alternative investments compared to management's long-term expectation of net investment income for these types of investments. All prior periods have been restated to remove this adjustment.

Assets Under Management (“AUM”)

AUM is a non-GAAP measure that we use to assess the rate of return on assets available for reinvestment. AUM is calculated as the sum of:

(i) total invested assets at amortized cost, excluding derivatives, net of reinsurance qualifying for risk transfer in accordance with GAAP;

(ii) related party loans and investments;

(iii) accrued investment income;

(iv) the net payable/receivable for the purchase/sale of investments; and

(v) cash and cash equivalents, excluding derivative collateral, at the beginning of the period and the end of each month in the period, divided by the total number of months in the period plus one.

Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the rate of return on assets available for reinvestment.

Average Assets Under Management (“AAUM”)

AAUM is calculated as AUM at the beginning of the period and the end of each month in the period, divided by the total number of months in the period plus one. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the rate of return on assets available for reinvestment.

Yield on AAUM

Yield on AAUM is calculated by dividing annualized net investment income by AAUM. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.

Sales

Annuity, IUL, funding agreement and non-life contingent PRT sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP. Sales from these products are recorded as deposit liabilities (i.e. contractholder funds) within the Company's consolidated financial statements in accordance with GAAP. Life contingent PRT sales are recorded as premiums in revenues within the consolidated financial statements. Management believes that presentation of sales, as measured for management purposes, enhances the understanding of our business and helps depict longer term trends that may not be apparent in the results of operations due to the timing of sales and revenue recognition.

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F&G Results of Operations

The results of operations of our F&G segment for the three and nine months ended September 30, 2022 and September 30, 2021 were as follows (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

Revenues:
Life insurance premiums and other fees (a)	$	702	$	431	$	1,364	$	557
Interest and investment income	340		481		1,216		1,341
Recognized gains and losses, net	(140)		15		(863)		370
Total revenues	902		927		1,717		2,268
Expenses:
Benefits and other changes in policy reserves	592		185		382		734
Personnel costs	46		32		110		93
Other operating expenses	28		22		77		76
Depreciation and amortization	87		210		351		419
Interest expense	6		6		23		21
Total expenses	759		455		943		1,343

Earnings before income taxes	143		472		774		925

Income tax (expense) benefit	(28)		(96)		(193)		(189)

Net earnings from continuing operations	$	115	$	376	$	581	$	736
Earnings (loss) from discontinued operations, net of tax	—		(3)		—		8
Net earnings	$	115	$	373	$	581	$	744
(a) Included within Escrow, title-related and other fees in Condensed Consolidated Statements of Earnings

The following table summarizes sales by product type of our F&G segment (in millions) (see "Non-GAAP Financial Measures"):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

Fixed indexed annuities (FIA)	$	1,109	$	1,073	$	3,185	$	3,255
Fixed rate annuities (MYGA)	1,108		458		2,668		1,437
Total annuity	2,217		1,531		5,853		4,692
Indexed universal life (IUL)	36		24		92		59
Funding agreements (FABN/FHLB)	—		1,150		1,443		2,275
Pension risk transfer (PRT)	620		371		1,147		371
Total Gross Sales	$	2,873	$	3,076	$	8,535	$	7,397
Sales attributable to flow reinsurance to third parties	(660)		(229)		(1,440)		(718)
Total Net Sales	$	2,213	$	2,847	$	7,095	$	6,679

•Total annuity sales increased during the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, and reflect pricing actions taken to align to the macro environment.

•Funding agreements, reflecting new FABN and FHLB agreements during the three and nine months ended September 30, 2022, were lower compared to the three and nine months ended September 30, 2021, reflect F&G's expansion into institutional markets during 2021 and are subject to fluctuation period to period.

•PRT sales increased during the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, reflect entrance into the PRT market in the second half of 2021, and are also subject to fluctuation period to period.

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Revenues

Life insurance premiums and other fees

Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on FIA policies, the cost of insurance on IUL policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts (up to 10% of the prior year's value, subject to certain limitations). The following table summarizes the Life insurance premiums and other fees, included within Escrow, title-related and other fees on the Condensed Consolidated Statements of Earnings (in millions), for the three and nine months ended September 30, 2022 and September 30, 2021:


	Three months ended		Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021

Life-contingent pension risk transfer premiums	$	605	$	371	$	1,125	$	371
Traditional life insurance premiums	4		6		11		14
Life-contingent immediate annuity premiums	3		4		15		12
Surrender charges	14		7		37		25
Policyholder fees and other income	76		43		176		135
Life insurance premiums and other fees	$	702	$	431	$	1,364	$	557

•Life insurance premiums and other fees for the three and nine months ended September 30, 2022 increased compared to the three and nine months ended September 30, 2021, primarily reflecting our entrance into the PRT market in the second half of 2021. As noted above, PRT premiums are subject to fluctuation period to period. In addition, surrender charges increased for the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021, primarily reflecting the market value adjustment feature that results in relatively higher surrender charges when market interest rates are higher and relatively lower surrender charges when market interest rates are lower.

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Interest and investment income

Below is a summary of interest and investment income (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021			September 30, 2022		September 30, 2021

Fixed maturity securities, available-for-sale	$	364	$	300		$	1,019	$	903
Equity securities	14		12			48		40
Mortgage loans	48		34			136		90


Limited partnerships	(55)		173			116		417
Other investments	18		4			38		12
Gross investment income	389		523			1,357		1,462
Investment expense	(49)		(42)			(141)		(121)
Interest and investment income	$	340	$	481		$	1,216	$	1,341

Our AAUM and yield on AAUM are summarized as follows (annualized) (dollars in millions) (see "Non-GAAP Financial Measures"):


	Three months ended						Nine months ended
	September 30, 2022			September 30, 2021				September 30, 2022			September 30, 2021
AAUM	$	41,081		$	32,692			$	39,246		$	30,706
Yield on AAUM (at amortized cost)	3.31		%	5.89		%		4.13		%	5.82		%

•AAUM was higher for the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021, reflecting net new business asset flows, offset by net reinsurance and other activity.

•Interest and investment income was lower for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to $255 million lower returns on limited partnerships and $10 million of all other rate impacts, partially offset by $124 million from invested asset growth.

•Interest and investment income was lower for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 primarily due to $436 million from lower returns on limited partnerships and $62 million of all other rate impacts, partially offset by $373 million from invested asset growth.

Recognized gains and losses, net

Below is a summary of the major components included in recognized gains and losses, net (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021			September 30, 2022		September 30, 2021

Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets	$	(81)	$	(6)		$	(350)	$	58
Change in allowance for expected credit losses	(7)		1			(14)		3
Net realized and unrealized (losses) gains on certain derivatives instruments	(144)		(3)			(846)		284
Change in fair value of reinsurance related embedded derivatives	94		23			357		23
Change in fair value of other derivatives and embedded derivatives	(2)		—			(10)		2
Recognized gains and losses, net	$	(140)	$	15		$	(863)	$	370

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•For the three and nine months ended September 30, 2022, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market losses on our equity securities and realized losses on fixed maturity available-for-sale securities.

•For the three and nine months ended September 30, 2021, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized gains and losses on fixed maturity available-for-sale securities.

•For all periods, net realized and unrealized gains (losses) on certain derivative instruments primarily relate to the net realized and unrealized gains (losses) on options and futures used to hedge FIA and IUL products, including gains on option and futures expiration. See the table below for primary drivers of gains (losses) on certain derivatives.

•The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld ("FWH") portfolio.

We utilize a combination of static (call options) and dynamic (long futures contracts) instruments in our hedging strategy. A substantial portion of the call options and futures contracts are based upon the S&P 500 Index with the remainder based upon other equity, bond and gold market indices.

The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuity and universal life products are summarized in the table below (dollars in millions):


	Three months ended						Nine months ended
	September 30, 2022			September 30, 2021				September 30, 2022			September 30, 2021

Call options:
(Losses) gains on option expiration	$	(79)		$	134			$	(75)		$	303
Change in unrealized (losses) gains	(70)			(140)				(783)			(30)
Futures contracts:
(Losses) gains on futures contracts expiration	(4)			—				(6)			8
Change in unrealized gains (losses)	(1)			—				(4)			(4)
Foreign currency forward:
Gains on foreign currency forward	10			3				22			7
Total net change in fair value	$	(144)		$	(3)			$	(846)		$	284

Annual Point-to-Point Change in S&P 500 Index during the periods	(5)		%	1		%		(25)		%	16		%

•Realized gains and losses on certain derivative instruments are directly correlated to the performance of the indices upon which the call options and futures contracts are based and the value of the derivatives at the time of expiration compared to the value at the time of purchase. Gains (losses) on option expiration reflect the movement during each period on options settled during the respective period.

•The change in unrealized gains (losses) due to fair value of call options is primarily driven by the underlying performance of the S&P 500 Index during each respective period relative to the S&P 500 Index on the policyholder buy dates.

•The net change in fair value of the call options and futures contracts was primarily driven by movements in the S&P 500 Index relative to the policyholder buy dates.

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The average index credits to policyholders are as follows:


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021			September 30, 2022		September 30, 2021
Average Crediting Rate	—	%	6	%		1	%	5	%
S&P 500 Index:
Point-to-point strategy	—	%	4	%		1	%	5	%
Monthly average strategy	—	%	4	%		2	%	3	%
Monthly point-to-point strategy	—	%	11	%		1	%	7	%
3 year high water mark	13	%	19	%		12	%	14	%

•Actual amounts credited to contractholder fund balances may differ from the index appreciation due to contractual features in the FIA contracts and certain IUL contracts (caps, spreads and participation rates), which allow F&G to manage the cost of the options purchased to fund the annual index credits.

•The credits for the periods presented were based on comparing the S&P 500 Index on each issue date in the period to the same issue date in the respective prior year periods.

Benefits and expenses

Benefits and other changes in policy reserves

Below is a summary of the major components included in Benefits and other changes in policy reserves (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021			September 30, 2022		September 30, 2021


PRT agreements	$	603	$	371		$	1,124	$	371
FIA/IUL market related liability movements	(209)		(547)			(1,323)		(611)
Index credits, interest credited & bonuses	122		289			483		725

Annuity payments and other	76		72			98		249
Total benefits and other changes in policy reserves	$	592	$	185		$	382	$	734

•PRT agreements increased for the three and nine months ended September 30, 2022, compared to the three and nine months ended September 30, 2021, and reflects F&G's entrance into the PRT market in the second half of 2021. PRT agreements are subject to fluctuation period to period.

•The FIA/IUL market related liability movements during the three and nine months ended September 30, 2022 and September 30, 2021, respectively, are mainly driven by changes in the equity markets, non-performance spreads, and risk free rates during the periods. Additionally, the three and nine months ended September 2021 include the system implementation and assumption review process impacts discussed below. The change in risk free rates and non-performance spreads (decreased) the FIA market related liability by ($189) million and ($29) million during the three months ended September 30, 2022 and September 30, 2021, respectively. The change in risk free rates and non-performance spreads (decreased) the FIA market related liability by ($747) million and ($160) million during the nine months ended September 30, 2022 and September 30, 2021, respectively. The remaining changes in market value of the market related liability movements for all periods was driven by equity market impacts. See table in the net investment gains/losses discussion above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.

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•Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees. There were no significant impacts during the third quarter of 2022. During the third quarter of 2021, we implemented a new actuarial valuation system, and 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 included refinements in the calculation of the fair value of the embedded derivative component of our fixed indexed annuities. These changes, taken together, resulted in a decrease in contractholder funds and future policy reserves of $397 million for the three and nine months ended September 30, 2021.

•Index credits, interest credited & bonuses for the three and nine months ended September 30, 2022 were lower compared to the three and nine months ended September 30, 2021 and primarily reflected lower index credits on FIA policies as a result of market movement during the respective periods. Refer to average policyholder index discussion above for details on drivers.

Amortization of intangibles

Below is a summary of the major components included in depreciation and amortization (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021			September 30, 2022		September 30, 2021
Amortization of DAC, VOBA, and DSI	$	86	$	204		$	368	$	436
Interest	(14)		(12)			(40)		(32)
Unlocking	9		18			3		1
Amortization of other intangible assets and other depreciation	6		—			20		14
Total depreciation and amortization	$	87	$	210		$	351	$	419

•Amortization of VOBA, DAC and DSI is based on current and future expected gross margins (pre-tax operating income before amortization). The amortization for the periods presented is the result of actual gross profits ("AGPs") in the period.

•Annually, typically in the third quarter, we review assumptions associated with the amortization of intangibles. There were no significant impacts during the third quarter of 2022. During the third quarter of 2021, we implemented a new actuarial valuations system and as a result, our third quarter 2021 assumption updates include model refinements and assumption updates resulting from the implementation. The changes, taken together, increased amortization of intangibles by $136 million for the three and nine months ended September 30, 2021.

Other items affecting net earnings

Income tax expense (benefit)

Below is a summary of the major components included in income tax expense (benefit) (dollars in millions):


	Three months ended						Nine months ended
	September 30, 2022			September 30, 2021				September 30, 2022			September 30, 2021
Income before taxes	$	143		$	472			$	774		$	925

Income tax expense before valuation allowance	28			96				155			203

Change in valuation allowance	—			—				38			(14)
Federal income tax expense (benefit)	$	28		$	96			$	193		$	189
Effective rate	20		%	20		%		25		%	20		%

•Income tax expense for the three months ended September 30, 2022 of $28 million, was lower compared to income tax expense of $96 million for the three months ended September 30, 2021,

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reflecting lower income before taxes. The effective tax rate for the three months ended September 30, 2022, was 20%, in line with the effective tax rate for the three months ended September 30, 2021.

•Income tax expense for the nine months ended September 30, 2022 was $193 million, inclusive of a change in the valuation allowance of $38 million, compared to income tax expense of $189 million, inclusive of a change in the valuation allowance of $(14) million for the nine months ended September 30, 2021. The effective tax rate was 25% and 20% for the nine months ended September 30, 2022 and September 30, 2021, respectively. The increase in the effective tax rate for the nine months ended September 30, 2022 is primarily related to the valuation allowance recorded on realized capital losses on the sale of discontinued operations, for which it is more likely than not that we will not be able to realize for tax purposes.

Adjusted Net Earnings (See Non-GAAP Financial Measures)

The table below shows the adjustments made to reconcile Net earnings from continuing operations to Adjusted net earnings (in millions):


	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net earnings (loss) from continuing operations attributable to common shareholders	$	115	$	376	$	581	$	736
Non-GAAP adjustments:
Recognized (gains) and losses, net:
Net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets	70		5		336		(58)
Change in allowance for expected credit losses	6		(2)		13		(5)
Change in fair value of reinsurance related embedded derivatives	(94)		(23)		(357)		(23)
Change in fair value of other derivatives and embedded derivatives	(7)		(3)		(11)		(9)
Recognized (gains) and losses, net	(25)		(23)		(19)		(95)
Indexed product related derivatives	(148)		14		(566)		(167)
Purchase price amortization	5		7		16		20
Transaction costs and other non-recurring items (a)	4		(283)		8		(279)
Amortization of actuarial intangibles and SOP-03-1 reserve offset on non-GAAP adjustments	33		12		87		110
Income taxes on non-GAAP adjustments	28		57		100		84
Adjusted net earnings	$	12	$	160	$	207	$	409

(a)For the three and nine months ended September 30, 2021, reflects a one-time favorable adjustment to benefits and other changes in policy reserves and depreciation and amortization resulting from an actuarial system conversion which reflects modeling enhancement and other refinements of $284..

The commentary below is intended to provide additional information on the significant income and expense items that are reflected in ANE results for each time period. Those significant income and expense items are reported after actuarial intangibles and SOP 03-1 reserve offsets and taxes.

•Adjusted net earnings of $12 million for the three months ended September 30, 2022 is comprised of alternative investments net investment loss of $(10) million. Alternative investments net investment income based on management’s long-term expected return of approximately 10% was $83 million. Actual net investment income was lower due to declines in fair value of these investments. Additionally, we recognized $(5) million expense from other net unfavorable items.

•Adjusted net earnings of $160 million for the three months ended September 30, 2021 is comprised of alternative investments net investment income of $108 million. Alternative investments net investment income based on management’s long-term expected return of approximately 9% was $49 million. Actual net investment income was higher due to increases in fair value of these investments. Additionally, we recognized $7 million income from net favorable mortality experience and other

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reserve changes and $20 million of net favorable items, primarily income from CLO redemption and other income.

•Adjusted net earnings of $207 million for the nine months ended September 30, 2022 is comprised of alternative investments net investment income of $66 million. Alternative investments net investment income based on management’s long-term expected return of approximately 10% was $174 million. Actual net investment income was lower due to declines in fair value of these investments. Additionally, we recognized $9 million income from net favorable mortality experience and other reserve changes, $33 million income from actuarial assumption updates and $20 million income from CLO redemption and other income; offset by $(47) million from other net unfavorable items, primarily income tax expense due to a valuation allowance recorded against deferred tax assets related to the past sale of discontinued operations.

•Adjusted net earnings of $409 million for the nine months ended September 30, 2021 is comprised of alternative investments net investment income of $241 million. Alternative investments net investment income based on management’s long-term expected return of approximately 10% was $103 million. Actual net investment income was higher due to increases in fair value of these investments. Additionally, we recognized $17 million income from net favorable mortality experience and other reserve changes, $8 million income from actuarial intangibles unlocking and $36 million income of other net favorable items, primarily net investment income related to CLO gains.

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Investment Portfolio

The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies. Within the parameters of these laws, we invest in assets giving consideration to four primary investment objectives: (i) maintain robust absolute returns; (ii) provide reliable yield and investment income; (iii) preserve capital and (iv) provide liquidity to meet policyholder and other corporate obligations.

Our investment portfolio is designed to contribute stable earnings and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.

As of September 30, 2022 and December 31, 2021, the fair value of our investment portfolio was approximately $38 billion and $39 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):


	September 30, 2022				December 31, 2021
	Fair Value		Percent		Fair Value		Percent

Fixed maturity securities, available for sale:
United States Government full faith and credit	$	179	—	%	$	50	—	%
United States Government sponsored entities	45		—	%	74		—	%
United States municipalities, states and territories	1,268		3	%	1,441		4	%
Foreign Governments	143		—	%	205		1	%
Corporate securities:
Finance, insurance and real estate	4,753		13	%	5,109		13	%
Manufacturing, construction and mining	705		2	%	932		2	%
Utilities, energy and related sectors	2,174		6	%	2,987		8	%
Wholesale/retail trade	1,986		5	%	2,627		7	%
Services, media and other	2,563		7	%	3,349		8	%
Hybrid securities	710		2	%	881		2	%
Non-agency residential mortgage-backed securities	961		3	%	648		2	%
Commercial mortgage-backed securities	3,028		8	%	2,964		7	%
Asset-backed securities	6,747		18	%	4,550		12	%
Collateral loan obligations (“CLO”)	4,097		11	%	4,145		11	%
Total fixed maturity available for sale securities	29,359		78	%	29,962		77	%
Equity securities (a)	922		3	%	1,171		3	%
Alternative investments:
Private equity	1,300		3	%	1,181		3	%
Real assets	420		1	%	340		1	%
Credit	1,069		3	%	829		2	%
Commercial mortgage loans	2,017		5	%	2,265		6	%
Residential mortgage loans	1,952		5	%	1,549		4	%
Other (primarily derivatives and company owned life insurance)	645		2	%	1,305		3	%
Short term investments	42		—	%	373		1	%
Total investments	$	37,726	100	%	$	38,975	100	%
(a) Includes investment grade non-redeemable preferred stocks ($724 million and $928 million as of September 30, 2022 and December 31, 2021, respectively).

Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, and our business and investment strategy, we generally seek to invest in (i) corporate securities rated investment grade by established nationally recognized statistical rating organizations (each, an “NRSRO”), (ii) U.S. Government and government-sponsored agency securities, or (iii) securities of comparable investment quality, if not rated.

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As of September 30, 2022 and December 31, 2021, our fixed maturity available-for-sale ("AFS") securities portfolio was approximately $29 billion and $30 billion, respectively. The following table summarizes the credit quality, by NRSRO rating, of our fixed income portfolio (dollars in millions):


	September 30, 2022				December 31, 2021
Rating	Fair Value		Percent		Fair Value		Percent
AAA	$	1,040	3	%	$	660	2	%
AA	2,026		7	%	2,181		7	%
A	7,320		25	%	7,667		26	%
BBB	7,986		27	%	10,462		35	%
Not rated (b)	8,969		31	%	6,642		22	%
Total investment grade	27,341		93	%	27,612		92	%
BB	1,043		4	%	1,372		5	%
B and below (a)	305		1	%	432		1	%
Not rated (b)	670		2	%	546		2	%
Total below investment grade	2,018		7	%	2,350		8	%
Total	$	29,359	100	%	$	29,962	100	%

(a) Includes $52 million and $68 million at September 30, 2022 and December 31, 2021, respectively, of non-agency residential mortgage-backed securities ("RMBS") that carry a NAIC 1 designation.

(b) Securities denoted as not-rated by an NRSRO were classified as investment or non-investment grade according to the securities' respective NAIC designation.

The NAIC’s Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for regulatory filings. The SVO conducts credit analysis on these securities for the purpose of assigning an NAIC designation or unit price. Typically, if a security has been rated by an NRSRO, the SVO utilizes that rating and assigns an NAIC designation based upon the following system:


NAIC Designation						NRSRO Equivalent Rating
1						AAA/AA/A
2						BBB
3						BB
4						B
5						CCC and lower
6						In or near default

The NAIC uses designation methodologies for non-agency RMBS, including RMBS backed by subprime mortgage loans and for commercial mortgage-backed securities ("CMBS"). The NAIC’s objective with the designation methodologies for these structured securities is to increase accuracy in assessing expected losses and to use the improved assessment to determine a more appropriate capital requirement for such structured securities. Prior to 2021, the NAIC designations for structured securities, including subprime and Alternative A-paper ("Alt-A") RMBS, were based upon a comparison of the bond’s amortized cost to the NAIC’s loss expectation for each security. Securities where modeling does not generate an expected loss in all scenarios are given the highest designation of NAIC 1. In 2021, the NAIC eliminated the comparison of non-legacy (issued after 2012) bond's amortized cost to the NAIC's loss expectation and instead assigned a NAIC designation based on the loss expectation alone. Several of our RMBS securities carry a NAIC 1 designation while the NRSRO rating indicates below investment grade. The revised methodologies reduce regulatory reliance on rating agencies and allow for greater regulatory input into the assumptions used to estimate expected losses from such structured securities. In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations). All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.

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The tables below presents our fixed maturity securities by NAIC designation as of September 30, 2022 and December 31, 2021 (dollars in millions):


	September 30, 2022
NAIC Designation	Amortized Cost		Fair Value		Percent of Total Fair Value
1	$	20,253	$	17,464	60	%
2	11,554		9,691		33	%
3	1,685		1,539		5	%
4	552		532		2	%
5	88		72		—	%
6	51		61		—	%
Total	$	34,183	$	29,359	100	%

	December 31, 2021
NAIC Designation	Amortized Cost		Fair Value		Percent of Total Fair Value
1	$	15,636	$	15,848	54	%
2	10,779		11,441		38	%
3	1,603		1,850		6	%
4	567		669		2	%
5	80		93		—	%
6	59		61		—	%
Total	$	28,724	$	29,962	100	%

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Investment Industry Concentration

The tables below present the top ten industry categories of our fixed maturity and equity securities and FHLB common stock, including the fair value and percent of total fixed maturity and equity securities and FHLB common stock fair value as of September 30, 2022 and December 31, 2021 (dollars in millions):


	September 30, 2022
Top 10 Industry Concentration	Fair Value		Percent of Total Fair Value
ABS Other	$	6,747	22	%
CLO securities	4,097		14	%
Whole loan collateralized mortgage obligation ("CMO")	3,128		10	%
Banking	2,749		9	%
Life insurance	1,376		5	%
Electric	1,326		4	%
Municipal	1,268		4	%
Technology	757		3	%
Healthcare	630		2	%
Commercial MBS	584		2	%
Total	$	22,662	75	%

	December 31, 2021
Top 10 Industry Concentration	Fair Value		Percent of Total Fair Value
ABS Other	$	4,550	15	%
CLO securities	4,145		13	%
Banking	2,919		9	%
Whole loan collateralized mortgage obligation ("CMO")	2,622		8	%
Life insurance	1,795		6	%
Electric	1,701		6	%
Municipal	1,441		5	%
Healthcare	947		3	%
Technology	932		3	%
Other Financial Institutions	760		2	%
Total	$	21,812	70	%

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The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of September 30, 2022 and December 31, 2021 (in millions), are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.


	September 30, 2022				December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Corporate, Non-structured Hybrids, Municipal and Government securities:
Due in one year or less	$	165	$	165	$	105	$	106
Due after one year through five years	2,122		1,969		1,724		1,754
Due after five years through ten years	1,848		1,607		2,141		2,201
Due after ten years	14,116		10,740		12,842		13,515
Subtotal	$	18,251	$	14,481	$	16,812	$	17,576
Other securities, which provide for periodic payments:
Asset-backed securities	$	11,604	$	10,844	$	8,516	$	8,695

Commercial-mortgage-backed securities	3,213		3,028		2,669		2,964
Structured hybrids	—		—		5		5
Residential mortgage-backed securities	1,115		1,006		722		722
Subtotal	$	15,932	$	14,878	$	11,912	$	12,386
Total fixed maturity available-for-sale securities	$	34,183	$	29,359	$	28,724	$	29,962

Non-Agency RMBS Exposure

Our investment in non-agency RMBS securities is predicated on the conservative and adequate cushion between purchase price and NAIC 1 rating, general lack of sensitivity to interest rates, positive convexity to prepayment rates and correlation between the price of the securities and the unfolding recovery of the housing market.

The fair value of our investments in subprime and Alt-A RMBS securities was $42 million and $58 million as of September 30, 2022, respectively, and $52 million and $75 million as of December 31, 2021, respectively.

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The following tables summarize our exposure to subprime and Alt-A RMBS by credit quality using NAIC designations, NRSRO ratings and vintage year as of September 30, 2022 and December 31, 2021 (dollars in millions):


	September 30, 2022				December 31, 2021
NAIC Designation:	Fair Value		Percent of Total		Fair Value		Percent of Total
1	$	92	92	%	$	116	91	%
2	3		3	%	4		3	%
3	3		3	%	2		2	%
4	—		—	%	1		1	%
5	2		2	%	4		3	%
6	—		—	%	—		—	%
Total	$	100	100	%	$	127	100	%

NRSRO:
AAA	$	—	—	%	$	—	—	%
AA	—		—	%	15		12	%
A	17		17	%	5		4	%
BBB	9		9	%	12		9	%
Not rated - Above investment grade (a)	19		19	%	24		19	%
BB and below	55		55	%	71		56	%
Total	$	100	100	%	$	127	100	%

Vintage:


2007	$	25	25	%	$	31	24	%
2006	27		27	%	34		27	%
2005 and prior	48		48	%	62		49	%

Total	$	100	100	%	$	127	100	%

(a) Securities denoted as not-rated by an NRSRO were classified as investment or non-investment grade according to the securities' respective NAIC designation.

ABS and CLO Exposures

Our ABS exposures are largely diversified by underlying collateral and issuer type. Our CLO exposures are generally senior tranches of CLOs, which have leveraged loans as their underlying collateral.

As of September 30, 2022, the CLO and ABS positions were trading at a net unrealized loss position of $(307) million and $(445) million, respectively. As of December 31, 2021, the CLO and ABS positions were trading at a net unrealized gain position of $145 million and $37 million, respectively.

Municipal Bond Exposure

Our municipal bond exposure is a combination of general obligation bonds (fair value of $187 million and $258 million and an amortized cost of $232 million and $247 million as of September 30, 2022 and December 31, 2021, respectively) and special revenue bonds (fair value of $1,003 million and $1,183 million and an amortized cost of $1,232 million and $1,138 million as of September 30, 2022 and December 31, 2021, respectively).

Across all municipal bonds, the largest issuer represented 6% of the category, less than 1% of the entire portfolio and is rated NAIC 1. Our focus within municipal bonds is on NAIC 1 rated instruments, and 96% of our municipal bond exposure is rated NAIC 1.

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Mortgage Loans

Commercial Mortgage Loans

We diversify our commercial mortgage loans ("CMLs") 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 level to secure the related debt. LTV and DSC ratios are utilized to assess the risk and quality of CMLs. As of September 30, 2022 and December 31, 2021, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.5 times and 2.4 times, respectively, and a weighted average LTV ratio of 57% and 56%, respectively. See Note D to the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region and LTV and DSC ratios.

We consider a CML delinquent when a loan payment is greater than 30 days past due. For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. At September 30, 2022, we had one CML that was delinquent in principal or interest payments and none in the process of foreclosure. As of December 31, 2021, we had no CMLs that were delinquent in principal or interest payments or in process of foreclosure.

Residential Mortgage Loans

F&G's residential mortgage loans ("RMLs") are closed end, amortizing loans and 100% of the properties are in the United States. F&G diversifies its RML portfolio by state to attempt to reduce concentration risk. RMLs have a primary credit quality indicator of either a performing or nonperforming loan. F&G defines non-performing RMLs as those that are 90 or more days past due and/or in nonaccrual status.

Loans are placed on nonaccrual status when they are over 90 days delinquent. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current can be put in place. See Note D to the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our RMLs.

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Unrealized Losses

The amortized cost and fair value of the fixed maturity securities and the equity securities that were in an unrealized loss position as of September 30, 2022 and December 31, 2021, were as follows (in millions):


	September 30, 2022
	Number of securities	Amortized Cost		Allowance for Expected Credit Losses		Unrealized Losses		Fair Value
Fixed maturity securities, available for sale:
United States Government full faith and credit	15	$	189	$	—	$	(10)	$	179
United States Government sponsored agencies	58	42		—		(4)		38
United States municipalities, states and territories	164	1,543		—		(282)		1,261
Foreign Governments	46	186		—		(43)		143
Corporate securities:
Finance, insurance and real estate	552	5,461		—		(947)		4,514
Manufacturing, construction and mining	129	899		—		(196)		703
Utilities, energy and related sectors	351	2,838		—		(723)		2,115
Wholesale/retail trade	368	2,588		—		(627)		1,961
Services, media and other	415	3,418		—		(877)		2,541
Hybrid securities	41	699		—		(81)		618
Non-agency residential mortgage backed securities	227	1,028		(5)		(100)		923
Commercial mortgage backed securities	314	2,400		—		(223)		2,177
Asset backed securities	1,035	10,164		(3)		(781)		9,380
Total fixed maturity available for sale securities	3,715	31,455		(8)		(4,894)		26,553
Equity securities	64	923		—		(166)		757
Total investments	3,779	$	32,378	$	(8)	$	(5,060)	$	27,310

	December 31, 2021
	Number of securities	Amortized Cost		Allowance for Expected Credit Losses		Unrealized Losses		Fair Value
Fixed maturity securities, available for sale:
United States Government full faith and credit	9	$	36	$	—	$	—	$	36
United States Government sponsored agencies	41	42		—		(1)		41
United States municipalities, states and territories	50	503		—		(11)		492
Foreign Governments	28	27		—		—		27
Corporate securities:
Finance, insurance and real estate	366	1,365		—		(31)		1,334
Manufacturing, construction and mining	97	281		—		(3)		278
Utilities, energy and related sectors	280	1,243		—		(46)		1,197
Wholesale/retail trade	313	1,188		—		(33)		1,155
Services, media and other	339	1,486		—		(39)		1,447
Hybrid securities	3	3		—		—		3
Non-agency residential mortgage backed securities	46	316		(2)		(3)		311
Commercial mortgage backed securities	89	616		(1)		(11)		604
Asset backed securities	375	4,603		(2)		(38)		4,563
Total fixed maturity available for sale securities	2,036	11,709		(5)		(216)		11,488
Equity securities	20	259		—		(33)		226
Total investments	2,056	$	11,968	$	(5)	$	(249)	$	11,714

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The gross unrealized loss position on the fixed maturity available-for-sale and equity portfolio was $5,060 million and $249 million as of September 30, 2022 and December 31, 2021, respectively. Most components of the portfolio exhibited price depreciation caused by higher treasury rates and wider spreads as of September 30, 2022. The total amortized cost of all securities in an unrealized loss position was $32,378 million and $11,968 million as of September 30, 2022 and December 31, 2021, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 83% for Finance, insurance and real estate as of September 30, 2022. In the aggregate, Finance, insurance and real estate represented 19% of the total unrealized loss position as of September 30, 2022. The average market value/book value of the investment category with the largest unrealized loss position was 96% for Utilities, energy and related sectors as of December 31, 2021. In aggregate, Utilities, energy and related sectors represented 18% of the total unrealized loss position as of December 31, 2021.

The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of September 30, 2022 and December 31, 2021, were as follows (dollars in millions):


	September 30, 2022
	Number of securities	Amortized Cost		Fair Value		Allowance for Credit Loss		Gross Unrealized Losses
Investment grade:
Less than six months	3	$	46	$	40	$	—	$	(6)
Six months or more and less than twelve months	137	1,176		773		—		(403)
Twelve months or greater	44	624		402		—		(222)
Total investment grade	184	1,846		1,215		—		(631)

Below investment grade:
Less than six months	4	50		44		—		(6)
Six months or more and less than twelve months	16	149		105		—		(44)
Twelve months or greater	1	6		4		—		(2)
Total below investment grade	21	205		153		—		(52)
Total	205	$	2,051	$	1,368	$	—	$	(683)

	December 31, 2021
	Number of securities	Amortized Cost		Fair Value		Allowance for Credit Loss		Gross Unrealized Losses
Investment grade:
Less than six months	4	$	82	$	79	$	—	$	(3)
Six months or more and less than twelve months	2	34		32		—		(2)
Twelve months or greater	—	—		—		—		—
Total investment grade	6	116		111		—		(5)

Below investment grade:
Less than six months	—	—		—		—		—
Six months or more and less than twelve months	—	—		—		—		—
Twelve months or greater	2	16		14		—		(2)
Total below investment grade	2	16		14		—		(2)
Total	8	$	132	$	125	$	—	$	(7)

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Expected Credit Losses and Watch List

F&G prepares a watch list to identify securities to evaluate for expected credit losses. Factors used in preparing the watch list include fair values relative to amortized cost, ratings and negative ratings actions and other factors. Detailed analysis is performed for each security on the watch list to further assess the presence of credit impairment loss indicators and, where present, calculate an allowance for expected credit loss or direct write-down of a security’s amortized cost.

At September 30, 2022, our watch list included one hundred eighty-five securities in an unrealized loss position with an amortized cost of $2,051 million, allowance for expected credit losses of $0 million, unrealized losses of $683 million and a fair value of $1,368 million.

At December 31, 2021, our watch list included seven securities in an unrealized loss position with an amortized cost of $132 million, allowance for expected credit losses of $0 million, unrealized losses of $7 million and a fair value of $125 million.

The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.

There were 60 and 36 structured securities with a fair value of $150 million and $45 million to which we had potential credit exposure as of September 30, 2022 and December 31, 2021, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $15 million and $8 million as of September 30, 2022 and December 31, 2021, respectively.

Exposure to Sovereign Debt

There have been no material changes in the exposure to sovereign debt described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Interest and Investment Income

For discussion regarding our net investment income and net investment gains (losses) refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.

AFS Securities

For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of September 30, 2022 and December 31, 2021, refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.

Concentrations of Financial Instruments

For certain information regarding our concentrations of financial instruments, refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.

There have been no other material changes in the concentrations of financial instruments described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Derivatives

We are exposed to credit loss in the event of nonperformance by our counterparties on call options. We attempt to reduce this credit risk by purchasing such options from large, well-established financial institutions.

We also hold cash and cash equivalents received from counterparties for call option collateral, as well as U.S. Government securities pledged as call option collateral, if our counterparty’s net exposures exceed pre-determined thresholds.

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 reduce the negative interest cost associated with cash collateral posted from counterparties under various ISDA agreements by reinvesting derivative cash collateral. This program permits collateral cash received to be invested in short term Treasury securities, bank deposits and

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commercial paper rated A1/P1, which are included in Cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.

See Note E to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report for additional information regarding our derivatives and our exposure to credit loss on call options.

Corporate and Other

The Corporate and Other segment consists of the operations of the parent holding company and our real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.

The following table presents the results of operations of our Corporate and Other segment (in millions):


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021

Revenues:


Escrow, title-related and other fees	$	47	$	44	$	86	$	133
Interest and investment income	9		—		12		—
Recognized gains and losses, net	(42)		—		(40)		9
Total revenues	14		44		58		142
Expenses:
Personnel costs	25		24		26		85

Other operating expenses	30		25		74		75
Depreciation and amortization	6		6		18		18

Interest expense	22		21		66		62
Total expenses	83		76		184		240
Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates	$	(69)	$	(32)	$	(126)	$	(98)

The revenue in the Corporate and Other segment represents revenue generated by our non-title real estate technology subsidiaries as well as mark-to-market valuation changes on certain corporate deferred compensation plans.

Total revenues in the Corporate and Other segment decreased $30 million, or 68%, in the three months ended September 30, 2022 and decreased $84 million, or 59% in the nine months ended September 30, 2022 from the corresponding periods in 2021. The decrease in the three-month period is primarily attributable to a $41 million dollar impairment of cost method investments in the 2022 period when compared to the corresponding period in 2021, partially offset by other immaterial items. The decrease in the nine-month period is primarily attributable to a $60 million decrease in valuations associated with our deferred compensation plan assets, which decreased both revenue and personnel costs and the aforementioned $41 million dollar impairment of cost method investments in the 2022 period when compared to the corresponding period in 2021, partially offset by other immaterial items.

Personnel costs in the Corporate and Other segment increased $1 million, or 4%, in the three months ended September 30, 2022, and decreased $59 million, or 69% in the nine months ended September 30, 2022 from the corresponding periods in 2021. The decreases in the three and nine-month periods were primarily attributable to the aforementioned $60 million decrease in valuations associated with our deferred compensation plan assets, which decreased both revenue and personnel costs.

Other operating expenses in the Corporate and Other segment increased $5 million, or 20%, in the three months ended September 30, 2022 and decreased $1 million, or 1% in the nine months ended September 30, 2022 from the corresponding periods in 2021. The increase in the three-month period and the decrease in the nine-month period were attributable to various immaterial items.

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Interest expense in the Corporate and Other segment increased $1 million, or 5%, in the three months ended September 30, 2022 and increased $4 million or 6%, in the nine months ended September 30, 2022 from the corresponding periods in 2021. The increases were primarily attributable to increased average debt outstanding in the three and nine months ended September 30, 2022 from the corresponding periods in 2021.

Liquidity and Capital Resources

Cash Requirements. Our current cash requirements include personnel costs, operating expenses, claim payments, taxes, payments of interest and principal on our debt, capital expenditures, business acquisitions, stock repurchases and dividends on our common stock. We paid dividends of $0.44 per share in the third quarter of 2022, or approximately $120 million to our common shareholders. On November 3, 2022, our Board of Directors declared cash dividends of $0.45 per share, payable on December 30, 2022, to FNF common shareholders of record as of December 16, 2022. There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. The declaration of any future dividends is at the discretion of our Board of Directors.

As of September 30, 2022, we had cash and cash equivalents of $2,474 million, short term investments of $1,386 million and available capacity under our Revolving Credit Facility of $800 million. We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, reducing debt, repurchasing our stock, investing in growth of our subsidiaries, making acquisitions and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on our Revolving Credit Facility. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.

Our insurance subsidiaries generate cash from premiums earned and their respective investment portfolios, and these funds are adequate to satisfy the payments of claims and other liabilities. Due to the magnitude of our investment portfolio in relation to our title claim loss reserves, we do not specifically match durations of our investments to the cash outflows required to pay claims, but do manage outflows on a shorter time frame.

Our two significant sources of internally generated funds are dividends and other payments from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are paid within the guidelines of management agreements among us and our subsidiaries. Our insurance subsidiaries are restricted by state regulation in their ability to pay dividends and make distributions. Each applicable state of domicile regulates the extent to which our title underwriters can pay dividends or make other distributions. As of December 31, 2021, $2,375 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. We anticipate that our title insurance subsidiaries will pay or make dividends in the remainder of 2022 of approximately $215 million. Our underwritten title companies and non-insurance subsidiaries are not regulated to the same extent as our insurance subsidiaries.

The maximum dividend permitted by law is not necessarily indicative of an insurer’s actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer’s ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends. Further, depending on business and regulatory conditions, we may in the future need to retain cash in our underwriters or even contribute cash to one or more of them in order to maintain their ratings or their statutory capital position. Such a requirement could be the result of investment losses, reserve charges, adverse operating conditions in the current economic environment or changes in statutory accounting requirements by regulators.

Cash flow from our operations will be used for general corporate purposes including to reinvest in operations, repay debt, pay dividends, repurchase stock, pursue other strategic initiatives and/or conserve cash.

Operating Cash Flow. Our cash flows provided by operations for the nine months ended September 30, 2022 and 2021 totaled $2,977 million and $2,600 million, respectively. The increase in cash provided by operating activities in the period in 2022 of $377 million is primarily attributable to the increase in future policy benefits of $799 million, which was primarily related to cash received for PRT transactions, the change in funds

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withheld from reinsurers of $566 million, the change in trade receivables of $195 million and the change in income taxes of $261 million, partially offset by the decrease in net earnings of $822 million and the timing of receipts and payments of prepaid assets and payables, and other individually immaterial items.

Investing Cash Flows. Our cash flows used in investing activities for the nine months ended September 30, 2022 and 2021 were $7,890 million and $4,863 million, respectively. The increase in cash used in investing activities in the period in 2022 of $3,027 million is primarily attributable to decreased proceeds from sales, calls and maturities of investment securities of $1,465 million and net purchases of short-term investments of $1,367 million in the period in 2022 as compared to net proceeds from sales and maturities of short-term investments of $92 million in the corresponding period in 2021, partially offset by other individually immaterial items.

Capital Expenditures. Total capital expenditures for property and equipment and capitalized software were $107 million and $93 million for the nine months ended September 30, 2022 and 2021, respectively.

Financing Cash Flows. Our cash flows provided by financing activities for the nine months ended September 30, 2022 and 2021 were $3,027 million and $4,692 million, respectively. The decrease in cash provided by financing activities in the period in 2022 of $1,665 million is primarily attributable to the repayment of our 5.50% Senior Notes of $400 million as compared to cash received associated with our 3.20% Notes offering in the corresponding period in 2021 of $449 million, the net change in secured trust deposits of $328 million, decreased cash inflows from contractholder account deposits of $251 million, and increased purchases of treasury stock of $143 million, partially offset by other individually immaterial items.

Financing Arrangements. For a description of our financing arrangements see Note G Notes Payable included in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021.

Capital Stock Transactions. On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program (the "Repurchase Program") under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024. We repurchased 12,369,565 shares of FNF common stock during the nine months ended September 30, 2022 for approximately $511 million, at an average price of $41.31 per share. Subsequent to September 30, 2022 and through market close on November 7, 2022, we repurchased a total of 475,000 shares for approximately $18 million, at an average price of $38.39 under this program. Since the original commencement of the Repurchase Program, we repurchased a total of 15,824,565 FNF common shares for approximately $678 million, at an average price of $42.80 per share.

Equity and Preferred Security Investments. Our equity and preferred security investments may be subject to significant volatility. Currently prevailing accounting standards require us to record the change in fair value of equity and preferred security investments held as of any given period end within earnings. Our results of operations in future periods is anticipated to be subject to such volatility.

Off-Balance Sheet Arrangements. Other than our unfunded investment commitments discussed below, there have been no significant changes to our off-balance sheet arrangements since our Annual Report on Form 10-K for the year ended December 31, 2021.

We have unfunded investment commitments as of September 30, 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. Please refer to Note F Commitments and Contingencies to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for additional details on unfunded investment commitments.

Critical Accounting Policies

There have been no material changes to our critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2021.

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Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is: (a) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

See discussion of legal proceedings in Note F Commitment and Contingencies to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 1 of Part II.

Item 1A. Risk Factors

The risk factors disclosed in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2021, are hereby incorporated by reference. In addition, we identified the following additional risk factors during the nine months ended September 30, 2022:

Risk Factors Related to the F&G Distribution

The proposed F&G Distribution is subject to inherent risks

As previously announced, we plan to dividend to our shareholders, on a pro rata basis, 15% of the common stock of our wholly-owned subsidiary, F&G, targeted to be completed in the fourth quarter of 2022. The F&G Distribution is subject to inherent risks and uncertainties, including, but not limited to: diversion of management's attention and the potential impact of the consummation of the F&G Distribution on relationships, including with employees, suppliers, customers and competitors; our ability to successfully realize the anticipated benefits of the F&G Distribution; the ability to satisfy any necessary conditions (including any applicable regulatory approvals) to consummate the F&G Distribution within the estimated timeframe or at all; the final terms and conditions of the F&G Distribution, including the nature of agreements and arrangements between FNF and F&G following any such transaction, the costs of any such transaction, and the nature and amount of indebtedness incurred by F&G. We cannot provide any assurances regarding the timeframe for completing the F&G Distribution, nor can we provide any assurances that we will be successful in completing the proposed F&G Distribution.

The F&G Distribution could adversely affect our earnings

F&G contributes to a significant portion of our earnings. We have begun to pursue the F&G Distribution. Although there can be no assurance that this process will result in a consummated transaction, any separation of a portion of F&G's business could adversely affect our earnings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes repurchases of equity securities by FNF during the three months ended September 30, 2022:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)







07/1/2022 - 07/31/2022	631,945	$	37.24	631,945	14,313,055
08/01/2022 - 08/31/2022	2,000,000	$	39.93	2,000,000	12,313,055
09/01/2022 - 09/30/2022	2,662,620	$	38.21	2,662,620	9,650,435
Total	5,294,565	$	38.74	5,294,565

(1) On August 3, 2021 our Board of Directors approved the Repurchase Program, under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024.

(2) As of the last day of the applicable month.

Item 6. Exhibits

(a) Exhibits:

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10.1						Investment Management Agreement, dated as of December 16, 2020, by and between F&G Cayman Re Ltd. and Blackstone ISGI Advisors L.L.C.

10.2						Investment Management Agreement, dated as of January 4, 2021, by and between F&G Annuities & Life, Inc. and Blackstone ISG-I Advisors L.L.C.

10.3						Investment Management Agreement, dated as of July 29, 2021, by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C.

10.4						Amended and Restated Amendment to Investment Management Agreements; IMA Omnibus Termination Side Letter; SMA Fee Agreement and Participation Fee Agreement, dated September 24, 2021, by and among F&G Life & Annuities, Inc., Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C.

10.5						Amended and Restated Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan (1)

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2						Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101.INS						Inline XBRL Instance Document*

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

104						Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.


(1) A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 601(b)(10)(ii) of Regulation S-K.
* The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

November 9, 2022

FIDELITY NATIONAL FINANCIAL, INC.

(registrant)

By:

/s/ Anthony J. Park

Anthony J. Park

Chief Financial Officer
(Principal Financial and Accounting Officer)

Document

Exhibit 31.1

CERTIFICATIONS

I, Michael J. Nolan, certify that:

1. I have reviewed this annual report on Form 10-Q of Fidelity National Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2022


By:						/s/ Michael J. Nolan
						Michael J. Nolan Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATIONS

I, Anthony J. Park, certify that:

1. I have reviewed this annual report on Form 10-Q of Fidelity National Financial, Inc.;

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2022


By:						/s/ Anthony J. Park
						Anthony J. Park Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1.The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2.The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: November 9, 2022


By:			/s/ Michael J. Nolan
			Michael J. Nolan
			Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Financial Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1.The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2.The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: November 9, 2022


By:			/s/ Anthony J. Park
			Anthony J. Park
			Chief Financial Officer