UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2023

OR

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

Commission File Number: 001-32630

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, 2023 were:    

FNF Common Stock    272,158,235

FORM 10-Q

QUARTERLY REPORT

Quarter Ended September 30, 2023

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 (Loss) (unaudited)	5
Condensed Consolidated Statements of Equity (unaudited)	6
Condensed Consolidated Statements of Cash Flows (unaudited)	8
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	76
Item 3. Quantitative and Qualitative Disclosures about Market Risk	104
Item 4. Controls and Procedures	104
Item 5. Other Information	105
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	106
Item 1A. Risk Factors	106
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	107
Item 6. Exhibits	108
Signatures	109

1

PART I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

2

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share data)

	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value, at September 30, 2023 and December 31, 2022, at an amortized cost of $43,903 and $37,708, respectively, net of allowance for credit losses of $44 and $39, respectively, and includes pledged fixed maturity securities of $479 and $448, respectively, related to secured trust deposits	$	38,785	$	33,095
Preferred securities, at fair value	758		903
Equity securities, at fair value	700		678
Derivative investments	420		244
Mortgage loans, net of allowance for credit losses of $64 and $42 at September 30, 2023 and December 31, 2022, respectively	5,174		4,554
Investments in unconsolidated affiliates	3,184		2,642
Other long-term investments	690		664
Short-term investments, at September 30, 2023 and December 31, 2022 includes pledged short-term investments of $0 and $6, respectively, related to secured trust deposits	719		2,590
Total investments	50,430		45,370
Cash and cash equivalents, at September 30, 2023 and December 31, 2022 includes $396 and $242, respectively, of pledged cash related to secured trust deposits	3,209		2,286
Trade and notes receivables, net of allowance for credit losses of $31 and $33 at September 30, 2023 and December 31, 2022, respectively	442		467
Reinsurance recoverable, net of allowance for credit losses of $10 and $10 at September 30, 2023 and December 31, 2022, respectively	7,463		5,418
Goodwill	4,830		4,635
Prepaid expenses and other assets	2,133		2,068
Market risk benefits asset	118		117
Lease assets	349		376
Other intangible assets, net	4,439		3,811
Title plants	417		416
Property and equipment, net	172		179
Total assets	$	74,002	$	65,143
LIABILITIES AND EQUITY
Liabilities:
Contractholder funds	$	46,011	$	40,843
Future policy benefits	5,823		5,021
Accounts payable and accrued liabilities	2,438		2,326
Market risk benefits liability	278		282
Notes payable	3,695		3,238
Reserve for title claim losses	1,768		1,810
Funds withheld for reinsurance liabilities	6,118		3,703
Secured trust deposits	853		862
Lease liabilities	396		418
Income taxes payable	23		—
Deferred tax liability	15		71
Total liabilities	67,418		58,574
Equity:
FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of September 30, 2023 and December 31, 2022; outstanding of 272,158,235 and 272,309,890 as of September 30, 2023 and December 31, 2022, respectively, and issued of 327,721,410 and 327,757,349 as of September 30, 2023 and December 31, 2022, respectively	—		—
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none	—		—
Additional paid-in capital	5,895		5,870
Retained earnings	5,444		5,225
Accumulated other comprehensive loss	(3,067)		(2,870)
Less: Treasury stock, 55,563,175 shares and 55,447,459 shares as of September 30, 2023 and December 31, 2022, respectively, at cost	(2,114)		(2,109)
Total Fidelity National Financial, Inc. shareholders’ equity	6,158		6,116
Non-controlling interests	426		453
Total equity	6,584		6,569
Total liabilities and equity	$	74,002	$	65,143

See Notes to Condensed Consolidated Financial Statements

3

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,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)
Revenues:
Direct title insurance premiums	$	524	$	688	$	1,493	$	2,314
Agency title insurance premiums	728		966		1,991		3,268
Escrow, title-related and other fees	1,196		1,371		3,288		3,449
Interest and investment income	686		411		1,915		1,352
Recognized gains and losses, net	(356)		(230)		(367)		(1,375)
Total revenues	2,778		3,206		8,320		9,008
Expenses:
Personnel costs	734		796		2,166		2,458
Agent commissions	564		747		1,534		2,521
Other operating expenses	380		430		1,134		1,329
Benefits and other changes in policy reserves	292		570		1,921		396
Market risk benefit (gains) losses	(49)		(68)		(20)		(187)
Depreciation and amortization	153		126		438		361
Provision for title claim losses	57		74		157		251
Interest expense	44		28		129		89
Total expenses	2,175		2,703		7,459		7,218
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	603		503		861		1,790
Income tax expense	141		136		245		494
Earnings before equity in earnings of unconsolidated affiliates	462		367		616		1,296
Equity in earnings of unconsolidated affiliates	15		—		16		16
Net earnings	477		367		632		1,312
Less: Net earnings attributable to non-controlling interests	51		5		46		13
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	426	$	362	$	586	$	1,299
Earnings per share
Basic
Net earnings per share from continuing operations attributable to common shareholders	$	1.58	$	1.33	$	2.17	$	4.69
Net earnings per share attributable to common shareholders, basic	$	1.58	$	1.33	$	2.17	$	4.69
Diluted
Net earnings per share from continuing operations attributable to common shareholders	$	1.57	$	1.32	$	2.16	$	4.66
Net earnings per share attributable to common shareholders, diluted	$	1.57	$	1.32	$	2.16	$	4.66
Weighted average common shares outstanding - basic	270		273		270		277
Weighted average common shares outstanding - diluted	271		275		271		279

See Notes to Condensed Consolidated Financial Statements

4

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

(In millions)

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)
Net earnings	$	477	$	367	$	632	$	1,312
Other comprehensive (loss) earnings:
Unrealized loss on investments and other financial instruments (excluding investments in unconsolidated affiliates) (1)	(676)		(1,235)		(505)		(5,044)
Unrealized gain on investments in unconsolidated affiliates (2)	3		2		9		9
Unrealized loss on foreign currency translation (3)	(7)		(16)		(1)		(27)
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)	12		35		90		88
Changes in current discount rate - future policy benefits (5)	229		247		186		849
Changes in instrument-specific credit risk - market risk benefits (6)	(10)		15		(7)		98
Other comprehensive earnings attributable to non-controlling interest (7)	63		—		31		—
Other comprehensive loss	(386)		(952)		(197)		(4,027)
Comprehensive earnings (loss)	91		(585)		435		(2,715)
Less: Comprehensive earnings attributable to non-controlling interests	51		5		46		13
Comprehensive earnings (loss) attributable to Fidelity National Financial, Inc. common shareholders	$	40	$	(590)	$	389	$	(2,728)

_______________________________________

(1)Net of income tax benefit of $172 million and $345 million for the three months ended September 30, 2023 and 2022, respectively, and $126 million and $1,236 million for the nine months periods ended September 30, 2023 and 2022, respectively.

(2)Net of income tax expense of $1 million and $1 million for the three months ended September 30, 2023 and 2022, respectively, and $2 million and $1 million for the nine months ended September 30, 2023 and 2022.

(3)Net of income tax benefit of $2 million and $5 million for the three months ended September 30, 2023 and 2022, respectively, and $9 million for the nine months ended 2022.

(4)Net of income tax expense of $2 million and $10 million for the three months ended September 30, 2023 and 2022, respectively, and $22 million and $23 million for the nine months ended September 30, 2023 and 2022, respectively.

(5)Net of income tax expense of $61 million and $66 million for the three months ended September 30, 2023 and 2022, respectively, and $49 million and $226 million for the nine months ended September 30, 2023 and 2022, respectively.

(6)Net of income tax (benefit) expense of $(3) million and $4 million for the three months ended September 30, 2023 and 2022, respectively, and $(2) million and $26 million for the nine months ended September 30, 2023 and 2022, respectively.

(7)Net of income tax expense of $17 million and $9 million for the three and nine months ended September 30, 2023, respectively.

See Notes to Condensed Consolidated Financial Statements

5

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, 2022	326	$	—	$	5,843	$	5,508	$	(2,196)	49	$	(1,851)	$	43	$	7,347
Exercise of stock options	1	—		30		—		—		—	—		—		30
Treasury stock repurchased	—	—		—		—		—		5	(205)		—		(205)
Other comprehensive loss - unrealized loss on investments and other financial instruments	—	—		—		—		(1,235)		—	—		—		(1,235)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates	—	—		—		—		2		—	—		—		2
Other comprehensive loss - unrealized loss on foreign currency translation	—	—		—		—		(16)		—	—		—		(16)
Reclassification adjustments for change in unrealized gains and losses included in net earnings	—	—		—		—		35		—	—		—		35
Change in instrument-specific credit risk - market risk benefits	—	—		—		—		15		—	—		—		15
Change in current discount rate - liability for future policy benefits	—	—		—		—		247		—	—		—		247
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	—	—		—		362		—		—	—		5		367
Balance, September 30, 2022	327	$	—	$	5,885	$	5,749	$	(3,148)	54	$	(2,056)	$	87	$	6,517
Balance, June 30, 2023	328	$	—	$	5,883	$	5,140	$	(2,681)	55	$	(2,113)	$	448	$	6,677
Other comprehensive loss - unrealized loss on investments and other financial instruments	—	—		—		—		(676)		—	—		—		(676)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates	—	—		—		—		3		—	—		—		3
Other comprehensive loss - unrealized loss on foreign currency translation	—	—		—		—		(7)		—	—		—		(7)
Reclassification adjustments for change in unrealized gains and losses included in net earnings	—	—		—		—		12		—	—		—		12
Change in current discount rate — liability for future policy benefits	—	—		—		—		229		—	—		—		229
Change in instrument-specific credit risk - market risk benefits	—	—		—		—		(10)		—	—		—		(10)
Other comprehensive income associated with noncontrolling interests	—	—		—		—		63		—	—		(63)		—
Stock-based compensation	—	—		12		—		—		—	—		2		14
Shares withheld for taxes and in treasury	—	—		—		—		—		—	(1)		—		(1)
F&G purchases of F&G stock	—	—		—		—		—		—	—		(3)		(3)
Dividends declared, $0.45 per common share	—	—		—		(122)		—		—	—		—		(122)
Subsidiary dividends declared to non-controlling interests	—	—		—		—		—		—	—		(9)		(9)
Net earnings	—	—		—		426		—		—	—		51		477
Balance, September 30, 2023	328	$	—	$	5,895	$	5,444	$	(3,067)	55	$	(2,114)	$	426	$	6,584

See Notes to Condensed Consolidated Financial Statements

6

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, January 1, 2022	325	$	—	$	5,811	$	4,818	$	879	42	$	(1,545)	$	43	$	10,006
Exercise of stock options	2	—		38		—		—		—	—		—		38
Treasury stock repurchased	—	—		—		—		—		12	(511)		—		(511)
Other comprehensive loss - unrealized loss on investments and other financial instruments	—	—		—		—		(5,044)		—	—		—		(5,044)
Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates	—	—		—		—		9		—	—		—		9
Other comprehensive loss - unrealized loss on foreign currency translation	—	—		—		—		(27)		—	—		—		(27)
Reclassification adjustments for change in unrealized gains and losses included in net earnings	—	—		—		—		88		—	—		—		88
Change in current discount rate — liability for future policy benefits	—	—		—		—		849		—	—		—		849
Change in instrument-specific credit risk - market risk benefits	—	—		—		—		98		—	—		—		98
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	—	—		—		1,299		—		—	—		13		1,312
Balance, September 30, 2022	327	$	—	$	5,885	$	5,749	$	(3,148)	54	$	(2,056)	$	87	$	6,517
Balance, January 1, 2023	328	$	—	$	5,870	$	5,225	$	(2,870)	55	$	(2,109)	$	453	$	6,569
Treasury stock repurchased	—	—		—		—		—		—	(4)		—		(4)
Purchase of incremental share in consolidated subs	—	—		(12)		—		—		—	—		(9)		(21)
Other comprehensive loss — unrealized loss on investments and other financial instruments	—	—		—		—		(505)		—	—		—		(505)
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates	—	—		—		—		9		—	—		—		9
Other comprehensive loss — unrealized loss on foreign currency translation	—	—		—		—		(1)		—	—		—		(1)
Reclassification adjustments for change in unrealized gains and losses included in net earnings	—	—		—		—		90		—	—		—		90
Change in current discount rate - liability for future policy benefits	—	—		—		—		186		—	—		—		186
Change in instrument-specific credit risk - market risk benefits	—	—		—		—		(7)		—	—		—		(7)
Other comprehensive income (loss) associated with noncontrolling interests				(1)		—		31					(30)		—
Stock-based compensation	—	—		39		—		—		—	—		4		43
Shares withheld for taxes and in treasury	—	—		—		—		—		—	(1)		—		(1)
F&G purchases of treasury stock	—	—		(1)		—		—		—	—		(18)		(19)
Dividends declared, $1.35 per common share	—	—		—		(367)		—		—	—		—		(367)
Subsidiary dividends declared to non-controlling interests	—	—		—		—		—		—	—		(20)		(20)
Net earnings	—	—		—		586		—		—	—		46		632
Balance, September 30, 2023	328	$	—	$	5,895	$	5,444	$	(3,067)	55	$	(2,114)	$	426	$	6,584

See Notes to Condensed Consolidated Financial Statements

7

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	For the nine months ended September 30,
	2023		2022
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	632	$	1,312
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	438		361
Equity in earnings of unconsolidated affiliates	(16)		(16)
Loss on sales of investments and other assets and asset impairments, net	481		250
Interest credited/index credits to contractholder account balances	607		(951)
Change in market risk benefits, net	(20)		(187)
Deferred policy acquisition costs and deferred sales inducements	(771)		(574)
Charges assessed to contractholders for mortality and admin	(184)		(160)
Non-cash lease costs	102		108
Operating lease payments	(115)		(115)
Distributions from unconsolidated affiliates, return on investment	142		81
Stock-based compensation cost	43		37
Change in NAV of limited partnerships, net	(160)		(119)
Change in valuation of derivatives, equity and preferred securities, net	(112)		1,110
Changes in assets and liabilities, net of effects from acquisitions:
Change in reinsurance recoverable	105		271
Change in future policy benefits	706		849
Change in funds withheld from reinsurers	2,418		1,251
Net decrease in trade receivables	37		114
Net decrease in reserve for title claim losses	(41)		(30)
Net change in income taxes	54		199
Net change in other assets and other liabilities	(131)		(814)
Net cash provided by operating activities	4,215		2,977
Cash flows from investing activities:
Proceeds from sales, calls and maturities of investment securities	4,190		4,814
Proceeds from sales of property and equipment	—		8
Additions to property and equipment and capitalized software	(101)		(107)
Purchases of investment securities	(10,660)		(10,175)
Net proceeds from sales and maturities (purchases) of short-term investment securities	1,882		(1,367)
Additions to notes receivable	(16)		(96)
Collections of notes receivable	3		5
Acquisitions and dispositions	(299)		(162)
Additional investments in unconsolidated affiliates	(1,061)		(931)
Distributions from unconsolidated affiliates, return of investment	302		121
Net cash used in investing activities	(5,760)		(7,890)

8

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
	For the nine months ended September 30,
	2023		2022
	(Unaudited)
Cash flows from financing activities:
Borrowings	500		—
Debt costs/equity issuance additions	(8)		—
Debt service payments	—		(400)
F&G Credit Agreement repayments, net	(35)		—
Dividends paid	(366)		(365)
Subsidiary dividends paid to non-controlling interest shareholders	(24)		(15)
Exercise of stock options	—		38
Additional investment in consolidated subsidiary	(20)		—
Net change in secured trust deposits	(9)		109
Payment of contingent consideration for prior period acquisitions	(6)		(4)
Contractholder account deposits	5,718		6,570
Contractholder account withdrawals	(3,258)		(2,401)
F&G repurchases of F&G stock	(18)		—
Purchases of treasury stock	(6)		(504)
Net other financing activities	—		(1)
Net cash provided by financing activities	2,468		3,027
Net increase (decrease) in cash and cash equivalents	923		(1,886)
Cash and cash equivalents at beginning of period	2,286		4,360
Cash and cash equivalents at end of period	$	3,209	$	2,474

See Notes to Condensed Consolidated Financial Statements

9

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, 2022.

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 majority-owned subsidiary, F&G Annuities & Life ("F&G").

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

Recent Developments

7.40% F&G Senior Notes

On January 13, 2023, F&G completed its issuance and sale of $500 million aggregate amount of its 7.40% Senior Notes due 2028 (the "7.40% F&G Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. F&G intends to use the net proceeds from the offering for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements. For further information about the 7.40% F&G Notes refer to Note O Notes Payable.

Title Point Acquisition

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $224 million in cash, subject to customary working capital adjustments. TitlePoint enables searches for detailed property information, images of documents and maps from hundreds of counties across the U.S and is a leader in the science of real estate property research technology. For further information about the TitlePoint acquisition refer to Note N Acquisitions.

Income Tax

Income tax expense was $141 million and $136 million in the three months ended September 30, 2023 and 2022, respectively, and $245 million and $494 million in the nine months ended September 30, 2023 and 2022, respectively. Income tax expense as a percentage of earnings before income taxes was 23% and 27% in the three months ended September 30, 2023 and 2022, respectively, and 28% and 28% in the nine months ended September 30, 2023 and 2022, respectively. The decrease in income tax expense as a percentage of earnings before taxes in the three months ended September 30, 2023 as compared to the corresponding period in 2022 is primarily attributable to an increase in deferred tax asset valuation allowance in 2022, partially offset by an additional increase to deferred tax asset valuation allowance in 2023. The majority of the valuation allowance increase is associated with tax benefits from deferred tax assets related to recognized valuation losses on equity securities that we will not more likely than not be able to realize for tax purposes.

Earnings Per Share     

Basic earnings per share, as presented on the unaudited 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

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granted certain stock options and shares of restricted stock, 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, 2023 and 2022.

Owned Distribution Investments

For the nine months ended September 30, 2023, we paid approximately $114 million in commissions on sales through our funded owned distribution investments and their affiliates, with the acquisition expense deferred and amortized in Depreciation and amortization on the accompanying unaudited Condensed Consolidated Statements of Operations.

Recent Accounting Pronouncements

Adopted Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-12, as clarified and amended by ASU 2019-09, Financial Services-Insurance: Effective Date and ASU 2020-11, Financial Services-Insurance: Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. This update introduced the following requirements: assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being recognized in the statement of earnings; the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in accumulated other comprehensive income (loss) (“AOCI”); Market risk benefits (“MRB”) associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value recognized in earnings, except for the change attributable to instrument-specific credit risk, which is recognized in AOCI; deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins; instead, those balances must be amortized on a constant level basis over the expected term of the related contracts; deferred acquisition costs must be written off for unexpected contract terminations; and disaggregated roll forwards of beginning to ending balances of the liability for future policyholder benefits ("FPBs"), contractholder funds, MRBs, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed. We adopted this standard, which required the new guidance be applied as of the beginning of the earliest period presented or January 1, 2021, referred to as the transition date, and elected the full retrospective transition method. As a result of adoption, the Company recorded a cumulative-effect adjustment, which increased opening 2021 retained earnings by $75 million, net of tax.

Pronouncements Not Yet Adopted

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

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Summary of Updated Significant Accounting Policies

Since our Annual Report for the year ended December 31, 2022, as a result of the adoption of ASU 2018-12 we have updated the following significant accounting policies, which have been followed in preparing the accompanying unaudited Condensed Consolidated Financial Statements:

Investments

Fixed Maturity Securities Available-for-Sale

Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within AOCI, net of deferred income taxes. Fair values for fixed maturity securities are principally a function of current market conditions and are primarily valued based on quoted prices in markets that are not active or model inputs that are observable or unobservable. We recognize investment income on fixed maturities based on the effective interest method, which results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. In our title segment, realized gains and losses on sales of our fixed maturity securities are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Our F&G segment uses first in first out cost basis and generally records security transactions on a trade date basis except for private placements, which are recorded on a settlement date basis. Realized gains and losses on sales of fixed maturity securities are reported within Recognized gains and losses, net in the accompanying unaudited Condensed Consolidated Statements of Earnings. Fixed maturity securities AFS are subject to an allowance for credit loss and changes in the allowance are reported in net earnings as a component of Recognized gains and losses, net. For details on our policy around allowance for expected credit losses on AFS securities, refer to Note D Investments.

Investments in Unconsolidated Affiliates

We account for our investments in unconsolidated affiliates using the equity method or by electing the fair value option. Initial investments are recorded at cost. For investments subsequently measured using the equity method (primarily limited partnerships), adjustments to the carrying amount reflect our pro rata ownership percentage of the operating results as indicated by net asset value (“NAV”) in the unconsolidated affiliates’ financial statements, which we may adjust if we determine NAV is not calculated consistent with investment company fair value principles. Distributions received are recorded as a decrease in the investment balance. For investments subsequently measured using the fair value option, adjustments to the carrying amount reflecting the change in fair value of the investment are reported along with realized gains and losses on sales of investments in unconsolidated affiliates in Recognized gains and losses, net in the accompanying unaudited Condensed Consolidated Statements of Earnings. Other income from investments in unconsolidated affiliates, including distributions received from investments measured using the fair value option, is reported within Interest and investment income in the accompanying unaudited Condensed Consolidated Statements of Earnings. Recognition of income and adjustments to the carrying amount can be delayed due to the availability of the related financial statements, which are obtained from the general partner or managing member generally on a one to three-month delay. For investments using the equity method, management meets quarterly with the general partner or managing member to determine whether any credit or other market events have occurred since prior quarter financial statements to ensure any material events are properly included in current quarter valuation and investment income.

VOBA, DAC, DSI and URL

Our intangible assets include the value of insurance and reinsurance contracts acquired (hereafter referred to as "VOBA"), deferred acquisition costs ("DAC") and deferred sales inducements ("DSI").

VOBA is an intangible asset that reflects the amount recorded as insurance contract liabilities less the estimated fair value of in-force contracts (“VIF”) in a life insurance company acquisition. It represents the portion of the purchase price that is allocated to the value of the rights to receive future cash flows from the business in force at the acquisition date. VOBA is a function of the VIF, current GAAP reserves, GAAP assets, and deferred tax liability. The VIF is determined by the present value of statutory distributable earnings less opening required capital. DAC consists principally of commissions and other acquisition costs that are related directly to the successful sale of new or renewal insurance contracts. Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred. DSI represents up front bonus credits and persistency or vesting bonuses credited to contractholder fund balances.

VOBA, DAC, and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Contracts are grouped by product type and feature and issue year into cohorts consistent with the grouping used in estimating the associated liability, where applicable. The constant level amortization bases of VOBA, DAC and DSI varies by product type. For universal life and indexed universal life ("IUL")

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insurance products, the constant level basis used is face amount in force. For deferred annuities (fixed indexed annuities ("FIA") and fixed rate annuities), the constant level basis used is initial premium deposit for DAC and DSI and vested account value as of the acquisition date for VOBA. For immediate annuity contracts, the VOBA balance is amortized in alignment with the Company’s accounting policy of amortizing the deferred profit liability (“DPL”). All amortization bases are adjusted by full lapses, which includes deaths, full surrenders, annuitizations and maturities, where applicable.

The constant level bases used for amortization are projected using mortality and lapse assumptions that are based on Company’s experience, industry data, and other factors and are consistent with those used for the FPBs, where applicable. If those projected assumptions change in future periods, they will be reflected in the cohort level amortization basis at that time. Unexpected contract terminations, due to higher mortality and/or lapse experience than expected, are recognized in the current period as a reduction of the capitalized balances. All balances are reduced for actual experience in excess of expected experience with changes in future estimates recognized prospectively over the remaining expected grouped contract term. The impact of changes in projected assumptions and the impact of actual experience that is different from expectations both impact the amortization of these intangible assets, which is reported within Depreciation and amortization in the accompanying unaudited Condensed Consolidated Statements of Earnings.

Some of our IUL policies require payment of fees or other policyholder assessments in advance for services that will be rendered over the estimated lives of the policies or contracts. These payments are established as unearned revenue liabilities (“URL”) upon receipt and included in Accounts payable and other accrued liabilities in the unaudited Condensed Consolidated Balance Sheets. URL is amortized like DAC over the estimated lives of these policies. As of September 30, 2023 and December 31, 2022, our URL balance was $241 million and $166 million, respectively.

Contractholder Funds

Contractholder funds include deferred annuities (FIAs and fixed rate annuities), IULs, funding agreements and non-life contingent (“NLC”) immediate annuities (which includes NLC pension risk transfer ("PRT") annuities). The liabilities for contractholder funds for fixed rate annuities, funding agreements and NLC immediate annuities (which includes NLC PRT annuities) consist of contract account balances that accrue to the benefit of the contractholders. The liabilities for FIA and IUL policies consist of the value of the host contract plus the fair value of the indexed crediting feature of the policy, which is accounted for as an embedded derivative. The embedded derivative liability is carried at fair value in contractholder funds in the accompanying unaudited Condensed Consolidated Balance Sheets with changes in fair value reported in Benefits and other changes in policy reserves in the accompanying unaudited Condensed Consolidated Statements of Earnings. See a description of the fair value methodology used in Note C Fair Value of Financial Instruments.

Future Policy Benefits

The FPB is determined as the present value of future policy benefits and related claims expenses to be paid to or on behalf of the policyholder less the present value of future net premiums to be collected from policyholders. The FPB for traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities) are estimated using current assumptions that include discount rate, mortality and surrender/lapse terminations for traditional life insurance policies only, and expenses. The expense assumption is locked-in at contract issuance and not subsequently reviewed or updated. The initial assumptions are based on generally accepted actuarial methods and a combination of internal and industry experience. Policies are terminated through surrenders, lapses and maturities, where surrenders represent the voluntary terminations of policies by policyholders, lapses represent cancellations by us due to nonpayment of premiums, and maturities are determined by policy contract terms. Surrender assumptions are based upon policyholder behavior experience adjusted for expected future conditions.

For traditional life policies and life-contingent immediate annuity policies, contracts are grouped into cohorts by product type, legal entity, and issue year, or acquisition year for cohorts established as of the F&G acquisition date, June 1, 2020. Life-contingent PRT annuities are grouped into cohorts by deal and legal entity. At contract inception, a net premium ratio (“NPR”) is determined, which is calculated based on discounted future cash flows projected using best estimate assumptions and is capped at 100%, as net premiums cannot exceed gross premiums. Cohorts with NPRs less than 100% are not used to offset cohorts with NPRs greater than 100%.

The NPR is adjusted for changes in cash flow assumptions and for differences between actual and expected experience. We assess the appropriateness of all future cash flow assumptions, excluding the expense assumption, on a quarterly basis and perform an in-depth review of future cash flow assumptions in the third quarter of each year. Updates are made when evidence suggests a revision is necessary. Updates for actual experience, which includes actual cash flows and insurance in-force, are performed on a quarterly basis. These updated cash flows are used to calculate a revised NPR, which is used to derive an updated liability as of the beginning of the current reporting period, discounted at the original contract issuance date. The updated liability is compared with the carrying amount of the liability as of that same date before the revised NPR. The

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difference between these amounts is the remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying unaudited Condensed Consolidated Statements of Earnings. In subsequent periods, the revised NPR, which is capped at 100%, is used to measure the FPB, subject to future revisions. If the NPR is greater than 100%, and therefore capped at 100%, the liability is increased and expensed immediately to reflect the amount necessary for net premiums to equal gross premiums. As the liability assumptions are reviewed and updated, if deemed necessary, at least annually, if conditions improve whereby the contracts are no longer expected to have net premiums in excess of gross premiums, the improvements would be captured in the remeasurement process and reflected in the accompanying unaudited Condensed Consolidated Statements of Earnings in the period of improvement.

For traditional life policies and life-contingent immediate annuity policies (which includes life-contingent PRT annuities), the discount rate assumption is an equivalent single rate that is derived based on A-credit-rated fixed-income instruments with similar duration to the liability. We selected fixed-income instruments that have been A-rated by Bloomberg. In order to reflect the duration characteristics of the liability, we will use an implied forward yield curve and linear interpolation will be used for durations that have limited or no market observable points on the curve. The discount rate assumption is updated quarterly and used to remeasure the liability at the reporting date, with the resulting change reflected in the accompanying unaudited Condensed Consolidated Statements of Comprehensive Earnings.

Deferred Profit Liability

For life-contingent immediate annuity policies (which includes life-contingent PRT annuities), gross premiums received in excess of net premiums are deferred at initial recognition as a DPL. Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for FPB, including discount rate, mortality, and expenses.

The DPL is amortized and recognized as premium revenue with the amount of expected future benefit payments, discounted using the same discount rate determined and locked-in at contract issuance that is used in the measurement of the related FPB. Interest is accreted on the balance of the DPL using this same discount rate. We periodically review and update our estimates of using the actual historical experience and updated cash flows for the DPL at the same time as the estimates of cash flows for the FPB. When cash flows are updated, the updated estimates are used to recalculate the initial DPL at contract issuance. The recalculated DPL as of the beginning of the current reporting period is compared to the carrying amount of the DPL as of the beginning of the current reporting period, with any differences recognized as a remeasurement gain or loss, presented parenthetically within Benefits and other changes in policy reserves in the accompanying unaudited Condensed Consolidated Statements of Earnings. The DPL is recorded as a component of the Future policy benefits in the accompanying unaudited Condensed Consolidated Balance Sheets.

Market Risk Benefits

MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest rate and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs include certain contract features primarily on FIA products that provide minimum guarantees to policyholders, such as guaranteed minimum death benefit (“GMDB”) and guaranteed minimum withdrawal benefit (“GMWB”) riders.

MRBs are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder used to cover the excess benefits, which represent expected benefits in excess of the policyholder’s account value. At contract inception, an attributed fee ratio is calculated equal to rider charges over benefits paid in excess of the account value attributable to the MRBs. The attributed fee ratio remains static over the life of the MRB and is capped at 100%. For each period subsequent to contract inception, the attributed fee ratio is used to calculate the fair value of the MRBs using a risk neutral valuation method and is based on current net amounts at risk, market data, internal and industry experience, and other factors. The balances are computed using assumptions including mortality, full and partial surrender, GMWB utilization, risk-free rates including non-performance spread and risk margin, market value of options and economic scenarios. Policyholder behavior assumptions are reviewed at least annually, typically in the third quarter, for any revisions. MRBs can either be in an asset or liability position and are presented separately on the unaudited Condensed Consolidated Balance Sheets as the right of setoff criteria are not met. Changes in fair value are recognized in Market risk benefits gain (losses) in the accompanying unaudited Condensed Consolidated Statements of Earnings, except for the change in fair value due to a change in the instrument-specific credit risk, which is recognized in the accompanying unaudited Condensed Consolidated Statements of Comprehensive Earnings. See a description of the fair value methodology used in Note C Fair Value of Financial Instruments and Note P Market Risk Benefits.

Benefits and Other Changes in Policy Reserves

Benefit expenses for deferred annuities (FIAs and fixed rate annuities), IUL policies and funding agreements include interest credited, fixed interest and/or indexed (specific to FIA and IUL policies), to contractholder account balances. Benefit claims in excess of contract account balances, net of reinsurance recoveries, are charged to expense in the period that they are

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earned by the policyholder based on their selected strategy or strategies. Other changes in policy reserves include the change in the fair value of the FIA embedded derivative.

Other changes in policy reserves also include the change in reserves for life insurance products. For traditional life and life-contingent immediate annuities (which includes PRT annuities with life contingencies), policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries. Remeasurement gains or losses on the related FPB and DPL balances are presented parenthetically within Benefits and other changes in policy reserves in the accompanying unaudited Condensed Consolidated Statements of Earnings.

Since our Annual Report for the year ended December 31, 2022, we have also updated the following significant accounting policy with regards to interest rate swaps.

Derivative Financial Instruments

We hedge certain portions of our exposure to product related equity market risk by entering into derivative transactions (primarily call options). We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments. All such derivative instruments are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The changes in fair value are reported within Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings.

We purchase financial instruments and issue products that may contain embedded derivative instruments. If it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract for measurement purposes. The embedded derivative is carried at fair value, which is determined through a combination of market observable inputs such as market value of option and interest swap rates and unobservable inputs such as the mortality multiplier, surrender and withdrawal rates and non-performance spread. The changes in fair value are reported within Benefits and other changes in policy reserves in the accompanying Consolidated Statements of Earnings. See a description of the fair value methodology used in Note D Fair Value of Financial Instruments.

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Impacts of adoption of ASU 2018-12 on Financial Statements

The following tables summarize the impacts of the adoption of ASU 2018-12 on our accompanying unaudited Condensed Consolidated Balance Sheet and unaudited Condensed Consolidated Statement of Earnings.

Condensed Consolidated Balance Sheet

	December 31, 2022
	As Previously Reported		Adjustments		As adjusted
			(Unaudited)		(Unaudited)
	(In millions)
ASSETS
Reinsurance recoverable, net of allowance for credit losses	$	5,588	$	(170)	$	5,418
Goodwill	4,642		(7)		4,635
Prepaid expenses and other assets	2,231		(163)		2,068
Market risk benefits asset	—		117		117
Other intangible assets, net	4,034		(223)		3,811
Total	$	16,495	$	(446)	$	16,049
LIABILITIES AND EQUITY
Liabilities:
Contractholder funds	$	41,233	$	(390)	$	40,843
Future policy benefits	5,923		(902)		5,021
Accounts payable and accrued liabilities	2,352		(26)		2,326
Market risk benefits liability	—		282		282
Total	$	49,508	$	(1,036)	$	48,472
Equity:
Additional paid-in capital	$	5,876	$	(6)	$	5,870
Retained earnings	4,714		511		5,225
Accumulated other comprehensive (loss) earnings	(2,862)		(8)		(2,870)
Non-controlling interests	360		93		453
Total	$	8,088	$	590	$	8,678

Condensed Consolidated Statement of Earnings

	Three months ended September 30, 2022						Nine months ended September 30, 2022
	As Previously Reported		Adjustments		As adjusted		As Previously Reported		Adjustments		As adjusted
	(Unaudited)						(Unaudited)
Revenues:	(In millions)						(In millions)
Escrow, title-related and other fees	$	1,372	$	(1)	$	1,371	$	3,444	$	5	$	3,449
Expenses:
Benefits and other changes in policy reserves	$	592	$	(22)	$	570	$	382	$	14	$	396
Market risk benefit gains	—		(68)		(68)		—		(187)		(187)
Depreciation and amortization	131		(5)		126		474		(113)		361
Income tax expense	115		21		136		434		60		494
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	289	$	73	$	362	$	1,068	$	231	$	1,299
Earnings per share
Basic
Net earnings per share attributable to common shareholders, basic	$	1.06	$	0.27	$	1.33	$	3.86	$	0.83	$	4.69
Diluted
Net earnings per share attributable to common shareholders, diluted	$	1.05	$	0.27	$	1.32	$	3.83	$	0.83	$	4.66

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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,
	2023			2022
	(In millions)
Beginning balance	$	1,810		$	1,883
Change in insurance recoverable	(1)			(107)
Claim loss provision related to:
Current year	157			251
Total title claim loss provision	157			251
Claims paid, net of recoupments related to:
Current year	(8)			(11)
Prior years	(190)			(163)
Total title claims paid, net of recoupments	(198)			(174)
Ending balance of claim loss reserve for title insurance	$	1,768		$	1,853
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 sought compensatory, incidental, consequential, and punitive damages, and the recovery of attorneys’ fees. In turn, the Named Companies petitioned the federal court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted.

On April 26, 2022, the Named Companies reached a global settlement with the receiver and several other investor claimants. As a condition of the settlement, the Named Companies and the receiver jointly sought court approval of the global settlement and entry of an order barring any claims against the Named Companies related to the alcoholic beverage license scheme. On November 23, 2022, the federal court overruled any objections by non-joining investors and entered an order approving the global settlement and barring further claims against the Named Companies (“Settlement and Bar Order”). The receiver’s lawsuit against the Named Companies has been dismissed. The receiver is in receipt of the settlement payment from Chicago Title Company and will distribute the amount designated for each non-joining investor at the conclusion of any such investor’s appeal of the Settlement and Bar Order (or back to Chicago Title Company if an appeal is successful). Some of the investor claimants who objected to entry of the Settlement and Bar Order appealed the decision to the United States Court of Appeals for the Ninth Circuit by (Cases 22-56206, 22-56208, and 23-55083). Appellate briefing is expected to be completed in the fourth quarter of 2023. After filing its appeal, one of the appellants, CalPrivate Bank (Case 23-55083), entered into a settlement with the receiver that was approved by the federal court. This settlement resolves CalPrivate Bank’s objections to the Settlement and Bar Order, and its appeal has been dismissed.

The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, all of which involve investor claimants who have claims against the Named Companies, objected to the settlement with the receiver, and have appealed the Settlement and Bar Order. Since any pending and future claims against the Named Companies are barred, the state court cases where plaintiffs have served a notice of appeal have been stayed pending the outcome of the appeals, and the claims against the Named Companies by non-appealing plaintiffs have been dismissed with prejudice. While they have not been

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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, and ABC Funding Strategies, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in San Diego County Superior Court. Plaintiffs claim losses of more than $250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages, as well as the recovery of attorneys' fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others. The Named Companies have reached a conditional settlement with the members of ABC Funding Strategies, LLC plaintiffs under confidential terms.

On July 7, 2020, a cross-claim styled, Laurie Peterson v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in an existing lawsuit styled, Banc of California, National Association v. Laurie Peterson, which is pending in San Diego County Superior Court. Cross-complaint plaintiff was sued by a bank to recover in excess of $35 million that she allegedly guaranteed to repay for certain investments made by the Banc of California in the alcoholic beverage license scheme. Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $250 million in monetary losses as well as exemplary damages and attorneys’ fees. The Named Companies filed a cross-complaint against Ms. Champion-Cain, and others, and the Named Companies were substituted in as the Plaintiff following a settlement with the bank.

On 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. As a result of the receiver's settlement with CalPrivate Bank, the receiver has been substituted in as the plaintiff in the suit against the trustee.

On November 2, 2020, a lawsuit styled, 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. Given CalPrivate Bank's settlement with the receiver, this action against the Named Companies will be dismissed.

Chicago Title Company has also resolved a number of other pre-suit claims and previously-disclosed lawsuits from both individual and groups of alleged investors under confidential terms. Based on the facts and circumstances of the remaining claims, including the settlements already reached, we have recorded reserves included in our reserve for title claim losses, which we believe are adequate to cover losses related to this matter, and believe that our reserves for title claim losses are adequate.

We continually update loss reserve estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors.

Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.

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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 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 unconsolidated affiliate's 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 unconsolidated affiliates 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:

	September 30, 2023
	Level 1		Level 2		Level 3		NAV		Fair Value
Assets	(In millions)
Cash and cash equivalents	$	3,209	$	—	$	—	$	—	$	3,209
Fixed maturity securities, available-for-sale:
Asset-backed securities	—		6,622		6,757		—		13,379
Commercial mortgage-backed securities	—		4,146		27		—		4,173
Corporates	25		14,410		1,744		—		16,179
Hybrids	93		508		—		—		601
Municipals	—		1,482		47		—		1,529
Residential mortgage-backed securities	—		2,171		3		—		2,174
U.S. Government	437		15		—		—		452
Foreign Governments	—		282		16		—		298
Short term investments	642		8		69		—		719
Preferred securities	225		525		8		—		758
Equity securities	646		—		15		39		700
Derivative investments	—		420		—		—		420
Investment in unconsolidated affiliates	—		—		272		—		272
Reinsurance related embedded derivative, included in other assets	—		313		—		—		313
Market risk benefits asset	—		—		118		—		118
Other long-term investments	—		—		45		—		45
Total financial assets at fair value	$	5,277	$	30,902	$	9,121	$	39	$	45,339
Liabilities
Derivatives:
FIA/ IUL embedded derivatives, included in contractholder funds	—		—		3,556		—		3,556
Interest rate swaps	—		—		16		—		16
Call options	2		—		—		—		2
Market risk benefits liability	—		—		278		—		278
Total financial liabilities at fair value	$	2	$	—	$	3,850	$	—	$	3,852

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	December 31, 2022
	Level 1		Level 2		Level 3		NAV		Fair Value
Assets	(In millions)
Cash and cash equivalents	$	2,286	$	—	$	—	$	—	$	2,286
Fixed maturity securities, available-for-sale:
Asset-backed securities	—		5,204		6,263		—		11,467
Commercial mortgage-backed securities	—		3,026		37		—		3,063
Corporates	40		12,857		1,440		—		14,337
Hybrids	93		638		—		—		731
Municipals	—		1,431		29		—		1,460
Residential mortgage-backed securities	—		1,225		302		—		1,527
U.S. Government	260		11		—		—		271
Foreign Governments	—		223		16		—		239
Short term investments	2,590		—		—		—		2,590
Preferred securities	320		582		1		—		903
Equity securities	621		—		10		47		678
Derivative investments	—		244		—		—		244
Investment in unconsolidated affiliates	—		—		23		—		23
Reinsurance related embedded derivative, included in other assets	—		279		—		—		279
Market risk benefits asset	—		—		117		—		117
Other long-term investments	—		—		48		—		48
Total financial assets at fair value	$	6,210	$	25,720	$	8,286	$	47	$	40,263
Liabilities
Derivatives:
FIA/ IUL embedded derivatives, included in contractholder funds	—		—		3,115		—		3,115
Market risk benefits liability	—		—		282		—		282
Total financial liabilities at fair value	$	—	$	—	$	3,397	$	—	$	3,397

Valuation Methodologies

Cash and Cash Equivalents

The carrying amounts reported in the 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.

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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, 2023 or December 31, 2022.

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

Derivative Financial Instruments

Our call options, futures contracts, and interest rate swaps can either be exchange traded or over the counter traded. Exchange traded derivatives typically fall within Level 1 of the fair value hierarchy if there is active trading activity. Two methods are used to value over-the-counter derivatives. When required inputs are available, certain derivatives are valued using valuation pricing models, which represent what we would expect to receive or pay at the balance sheet date if we cancelled or exercised the derivative, or entered into offsetting positions. Valuation models require a variety of inputs, which include the use of market-observable inputs, including interest rate, yield curve volatilities, and other factors. These over-the-counter derivatives are typically classified within Level 2 of the fair value hierarchy as the majority trade in liquid markets, we can verify model inputs and model selection does not involve significant management judgment. When inputs aren’t available for valuation models, certain over-the-counter derivatives are valued using independent broker quotes, which are based on unobservable market data and classified within Level 3.

The fair value measurement of the FIA/IUL embedded derivatives included in contractholder funds is determined through a combination of market observable information and significant unobservable inputs using the option budget method. The market observable inputs are the market value of option and treasury rates. The significant unobservable inputs are the budgeted option cost (i.e., the expected cost to purchase call options in future periods to fund the equity indexed linked feature), surrender rates, mortality multiplier and non-performance spread. The mortality multiplier at September 30, 2023 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.

Investments in Unconsolidated Affiliates

We have elected the fair value option for certain investments in unconsolidated affiliates as we believe this better aligns them with other investments in unconsolidated affiliates that are measured using NAV as a practical expedient in determining fair value. Investments measured using the fair value option are included in Level 3 and the fair value of these investments are determined using a multiple of the affiliates’ EBITDA, which is derived from market analysis of transactions involving comparable companies. The EBITDA used in this calculation is based on the affiliates’ financial information. The inputs are usually considered unobservable, as not all market participants have access to this data.

Short-term Investments

The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets for these instruments

approximate fair value.

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

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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.

Market Risk Benefits

MRBs are measured at fair value using an attributed fee measurement approach where attributed fees are explicit rider charges collectible from the policyholder used to cover the excess benefits. The fair value is calculated using a risk neutral valuation method and is based on current net amounts at risk, market data, internal and industry experience, and other factors. The balances are computed using assumptions including mortality, full and partial surrender, rider benefit utilization, risk-free rates including non-performance spread and risk margin, market value of options and economic scenarios. Policyholder behavior assumptions are reviewed at least annually, typically in the third quarter, for any revisions. See further discussion on MRBs in Note P - Market Risk Benefits.    

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, 2023 and December 31, 2022 are as follows:

	Fair Value at		Valuation Technique	Unobservable Input(s)	Range (Weighted average)
	September 30, 2023
	(In millions)				September 30, 2023
Assets
Asset-backed securities	$	6,534	Broker-Quoted	Offered Quotes	54.3% - 155.54% (94.88%)
Asset-backed securities	223		Third-Party Valuation	Offered Quotes	0.01% - 101.30% (41.17%)
Commercial mortgage-backed securities	10		Broker-Quoted	Offered Quotes	100.08% - 100.53% (100.31%)
Commercial mortgage-backed securities	17		Third-Party Valuation	Offered Quotes	76.95% - 90.27% (84.73%)
Corporates	936		Broker-Quoted	Offered Quotes	39.46% - 104.74% (95.65%)
Corporates	9		Discounted Cash Flow	Discount Rate	44.00% - 100.00% (75.20%)
Corporates	799		Third-Party Valuation	Offered Quotes	0.00% - 100.88% (88.18%)
Municipals	30		Third-Party Valuation	Offered Quotes	97.54% - 97.54% (97.54%)
Municipals	17		Broker-Quoted	Offered Quotes	97.50% - 97.50% (97.50%)
Residential mortgage-backed securities	3		Third-Party Valuation	Offered Quotes	91.05%
Foreign Governments	16		Third-Party Valuation	Offered Quotes	97.50% - 99.32% (98.75%)
Investment in unconsolidated affiliates	272		Market Comparable Company Analysis	EBITDA Multiple	5x-23.7x
Short term investments	69		Broker-Quoted	Offered Quotes	100.07% - 100.07% (100.07%)
Preferred securities	7		Broker-Quoted	Offered Quotes	$22.75 - $22.75 ($22.75)
Preferred securities	1		Discounted Cash Flow	Discount rate	100.00% - 100.00% (100.00%)
Equity securities	7		Broker Quoted	Offered quotes	$73.50 - $75.50 ($74.50)
Equity securities	8		Discounted Cash Flow	Discount rate	11.50% - 11.50% (11.50%)
			Market Comparable Company Analysis	EBITDA multiple	5.3x - 5.3x (5.3x)
Other long-term investments:
Available-for-sale embedded derivative	23		Black Scholes Model	Market Value of Fund	100.00%
Secured borrowing receivable	10		Broker-Quoted	Offered Quotes	100.00% - 100.00% (100.00%)

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Credit Linked Note	12		Broker-Quoted	Offered Quotes	97.57%
Market risk benefits asset	118		Discounted Cash Flow	Mortality	100.00% - 100.00% (100.00%)
				Surrender Rates	0.25% - 10.00% (5.27%)
				Partial Withdrawal Rates	2.00% - 14.71% (2.50%)
				Non-Performance Spread	0.64% - 1.34% (1.21%)
				GMWB Utilization	50.00% - 60.00% (50.81%)
Total financial assets at fair value	$	9,121
Liabilities
Derivative investments:
FIA/ IUL embedded derivatives, included in contractholder funds	$	3,556	Discounted Cash Flow	Market Value of Option	0.00% - 22.09% (1.54%)
				Swap rates	4.59% - 5.53% (5.06%)
				Mortality Multiplier	100.00% - 100.00% (100.00%)
				Surrender Rates	0.25% - 70.00% (6.83%)
				Partial Withdrawals	2.00% - 34.48% (2.74%)
				Non-Performance Spread	0.64% - 1.34% (1.21%)
				Option cost	0.07% - 5.48% (2.30%)
Interest rate swaps	16		Broker-Quoted	Offered Quotes	100.00% - 101.87% 100.39%
Market risk benefits liability	278		Discounted Cash Flow	Mortality	100.00% - 100.00% (100.00%)
				Surrender Rates	0.25% - 10.00% (5.27%)
				Partial Withdrawal Rates	2.00% - 14.71% (2.50%)
				Non-Performance Spread	0.64% - 1.34% (1.21%)
				GMWB Utilization	50.00% - 60.00% (50.81%)
Total financial liabilities at fair value	$	3,850

	Fair Value at		Valuation Technique	Unobservable Input(s)	Range (Weighted average)
	December 31, 2022
	(In millions)				December 31, 2022
Assets
Asset-backed securities	$	5,916	Broker-quoted	Offered quotes	52.85% - 117.17% (94.18%)
Asset-backed securities	347		Third-Party Valuation	Offered quotes	41.43% - 210.50% (67.99%)
Commercial mortgage-backed securities	20		Broker-quoted	Offered quotes	109.02% - 109.02% (109.02%)
Commercial mortgage-backed securities	17		Third-Party Valuation	Offered quotes	74.66% - 88.48% (82.74%)
Corporates	602		Broker-quoted	Offered quotes	79.16% - 102.53% (94.16%)
Corporates	826		Third-Party Evaluation	Offered quotes	0.00% - 104.96% (89.69%)
Corporates	12		Discounted Cash Flow	Discount Rate	44.00% - 100.00% (77.02%)
Municipals	29		Third-Party Evaluation	Offered quotes	93.95% - 93.95% (93.95%)
Foreign governments	16		Third-Party Evaluation	Offered quotes	99.78% - 102.29% (100.56%)
Investment in unconsolidated affiliates	23		Market Comparable Company Analysis	EBITDA multiple	5x-5.50x

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Residential mortgage-backed securities	302		Broker-quoted	Offered quotes	0.00% - 91.04% (86.38%)
Preferred Securities	1		Discounted Cash Flow	Discount rate	100.00%
Equity securities	6		Broker-quoted	Offered Quotes	$64.25 - $64.25 ($64.25)
Equity securities	4		Discounted Cash Flow	Discount Rate	11.10% - 11.10% (11.10%)
			Market Comparable Company Analysis	EBITDA multiple	5.6x - 5.6x (5.6x)
Other long-term investments:
Available-for-sale embedded derivative	23		Black Scholes model	Market value of fund	100.00%
Secured borrowing receivable	10		Broker-quoted	Offered quotes	100.00% - 100.00% (100.00%)
Credit Linked Note	15		Broker-quoted	Offered quotes	96.23%
Market risk benefits asset	117		Discounted Cash Flow	Mortality	100.00% - 100.00% (100.00%)
				Surrender Rates	0.25% - 10.00% (4.69%)
				Partial Withdrawal Rates	2.00% - 21.74% (2.49%)
				Non-Performance Spread	0.48% - 1.44% (1.30%)
				GMWB Utilization	50.00% - 60.00% (50.94%)
Total financial assets at fair value	$	8,286
Liabilities
Derivative investments:
FIA/ IUL embedded derivatives, included in contractholder funds	3,115		Discounted cash flow	Market value of option	0.00% - 23.90% (87.00%)
				Swap rates	3.88% - 4.73% (4.31%)
				Mortality multiplier	100.00% - 100.00% (100.00%)
				Surrender rates	0.25% - 70.00% (6.57%)
				Partial withdrawals	2.00% - 29.41% (2.73%)
				Non-performance spread	0.48% - 1.44% (1.30%)
				Option cost	0.07% - 4.97% (1.89%)
Market risk benefits liability	282		Discounted Cash Flow	Mortality	100.00% - 100.00% (100.00%)
				Surrender rates	0.25% - 10.00% (4.69%)
				Partial withdrawal rates	2.00% - 21.74% (2.49%)
				Non-performance spread	0.48% - 1.44% (1.30%)
				GMWB utilization	50.00% - 60.00% (50.94%)
Total financial liabilities at fair value	$	3,397

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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, 2023 and 2022. 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, 2023
	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	(In millions)
Fixed maturity securities available-for-sale:
Asset-backed securities	$	6,510	$	(45)	$	75	$	536	$	(27)	$	(171)	$	(121)	$	6,757	$	75
Commercial mortgage-backed securities	17		—		—		10		—		—		—		27		—
Corporates	1,628		—		(21)		162		—		(24)		(1)		1,744		(21)
Municipals	49		—		(2)		—		—		—		—		47		(2)
Residential mortgage-backed securities	28		—		(1)		—		—		(1)		(23)		3		(1)
Foreign Governments	16		—		—		—		—		—		—		16		—
Investment in unconsolidated affiliates	197		—		—		75		—		—		—		272		—
Short term investments	126		—		—		65		(19)		(103)		—		69		—
Preferred securities	7		—		1		—		—		—		—		8		1
Equity securities	14		1		—		—		—		—		—		15		—
Other long-term investments:
Available-for-sale embedded derivative	26		—		(3)		—		—		—		—		23		(3)
Credit linked note	13		—		—		—		—		(1)		—		12		—
Secured borrowing receivable	10		—		—		—		—		—		—		10		—
Subtotal Level 3 assets at fair value	$	8,641	$	(44)	$	49	$	848	$	(46)	$	(300)	$	(145)	$	9,003	$	50
Market risk benefits asset	118														118
Total Level 3 assets at fair value	$	8,759													$	9,121
Liabilities
FIA/ IUL embedded derivatives, included in contractholder funds	3,821		(796)		—		576		—		(45)		—		3,556		—
Interest rate swaps	—		16		—		—		—		—		—		16		—
Subtotal Level 3 liabilities at fair value	$	3,821	$	(780)	$	—	$	576	$	—	$	(45)	$	—	$	3,572	$	—
Market risk benefits liability	313														278
Total Level 3 liabilities at fair value	$	4,134													$	3,850

(a) The net transfers out of Level 3 during the three months ended September 30, 2023 were exclusively to Level 2.

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	Three months ended September 30, 2022
	Balance at Beginning of Period		Total Gains (Losses)				Purchases		Sales		Settlements		Net transfer In (Out) of Level 3 (a)		Balance at End of Period		Change in Unrealized Included in OCI
			Included in Earnings		Included in AOCI
Assets	(In millions)
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		—
Investment in unconsolidated affiliates	21		—		—		—		—		—		—		21		—
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		—
Credit linked note	17		(1)		—		—		(2)		—		—		14		—
Secured borrowing receivable	10		—		—		—		—		—		—		10		—
Subtotal Level 3 assets at fair value	$	6,229	$	(3)	$	(127)	$	1,671	$	(3)	$	(270)	$	(79)	$	7,418	$	(141)
Market risk benefits asset	86														121
Total Level 3 assets at fair value	$	6,315													$	7,539
Liabilities
FIA embedded derivatives, included in contractholder funds	2,941		(283)		—		138		—		(21)		—		2,775		—
Subtotal Level 3 liabilities at fair value	$	2,941	$	(283)	$	—	$	138	$	—	$	(21)	$	—	$	2,775	$	—
Market risk benefits liability	292														242
Total Level 3 liabilities at fair value	$	3,233													$	3,017

(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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	Nine months ended September 30, 2023
	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	(In millions)
Fixed maturity securities available-for-sale:
Asset-backed securities	$	6,263	$	(56)	$	108	$	1,331	$	(125)	$	(557)	$	(207)	$	6,757	$	107
Commercial mortgage-backed securities	37		—		1		22		—		—		(33)		27		1
Corporates	1,440		(1)		(77)		423		(1)		(43)		3		1,744		(77)
Municipals	29		—		18		—		—		—		—		47		18
Residential mortgage-backed securities	302		1		7		32		—		(9)		(330)		3		7
Foreign Governments	16		—		—		—		—		—		—		16		—
Investment in unconsolidated affiliates	23		—		—		249		—		—		—		272		—
Short-Term	—		—		—		191		(19)		(103)		—		69		—
Preferred securities	1		—		1		—		—		—		6		8		1
Equity securities	10		1		—		—		—		—		4		15		—
Other long-term investments:
Available-for-sale embedded derivative	23		—		—		—		—		—		—		23		—
Credit linked note	15		—		—		—		—		(3)		—		12		—
Secured borrowing receivable	10		—		—		—		—		—		—		10		—
Subtotal Level 3 assets at fair value	$	8,169	$	(55)	$	58	$	2,248	$	(145)	$	(715)	$	(557)	$	9,003	$	57
Market risk benefits asset	117														118
Total Level 3 assets at fair value	$	8,286													$	9,121
Liabilities
FIA embedded derivatives, included in contractholder funds	3,115		(214)		—		765		—		(110)		—		3,556		—
Interest rate swaps	—		16				—		—		—		—		16		—
Subtotal Level 3 liabilities at fair value	$	3,115	$	(198)	$	—	$	765	$	—	$	(110)	$	—	$	3,572	$	—
Market risk benefits liability	$	282													$	278
Total Level 3 liabilities at fair value	$	3,397													$	3,850

(a) The net transfers out of Level 3 during the nine months ended September 30, 2023 were exclusively to Level 2.

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	Nine months ended September 30, 2022
	Balance at Beginning of Period		Total Gains (Losses)				Purchases		Sales		Settlements		Net transfer In (Out) of Level 3 (a)		Balance at End of Period		Change in Unrealized Included in OCI
			Included in Earnings		Included in AOCI
Assets	(In millions)
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)
Municipals	43		—		(13)		—		—		—		—		30		(13)
Residential mortgage-backed securities	—		—		—		14		—		—		(9)		5		—
Foreign Governments	18		—		(2)		—		—		—		—		16		(1)
Investment in unconsolidated affiliates	21		—		—		—		—		—		—		21
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		—
Secured borrowing receivable	—		—		—		—		—		—		10		10		—
Credit linked note	23		(1)		(3)		—		(2)		(3)		—		14		—
Subtotal Level 3 assets at fair value	$	5,600	$	(12)	$	(558)	$	3,314	$	(42)	$	(582)	$	(302)	$	7,418	$	(582)
Market risk benefits asset	41														121
Total Level 3 assets at fair value	$	5,641													$	7,539
Liabilities
FIA embedded derivatives, included in contractholder funds	3,883		(1,442)		—		410		—		(76)		—		2,775		—
Subtotal Level 3 liabilities at fair value	$	3,883	$	(1,442)	$	—	$	410	$	—	$	(76)	$	—	$	2,775	$	—
Market risk benefits liability	$	469													$	242
Total Level 3 liabilities at fair value	$	4,352													$	3,017

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

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

The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments not carried at fair value. Considerable judgment is required to develop these assumptions used to measure fair value. Accordingly, the estimates shown are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments.

Mortgage Loans

The fair value of mortgage loans is established using a discounted cash flow method based on internal credit rating, maturity and future income. This yield-based approach is sourced from our third-party vendor. The internal ratings for mortgages in good standing are based on property type, location, market conditions, occupancy, debt service coverage, loan-to-value, quality of tenancy, borrower, and payment record. The inputs used to measure the fair value of our mortgage loans are classified as Level 3 within the fair value hierarchy.

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Investments in Unconsolidated affiliates

In our F&G segment, the carrying value of Investments in unconsolidated affiliates is primarily 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 $264 million and $187 million as of September 30, 2023 and December 31, 2022, respectively.

Policy Loans (included within Other long-term investments)

Fair values for policy loans are estimated from a discounted cash flow analysis, using interest rates currently being offered for loans with similar credit risk.  Loans with similar characteristics are aggregated for purposes of the calculations.

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. Bank loans are classified as Level 3 within the fair value hierarchy. For cost method investments, our carrying value approximates fair value. Cost method investments are classified as Level 1 within the fair value hierarchy.

Investment Contracts

Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed IULs, funding agreements, PRTs 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., 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, PRTs 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, with the exception of the F&G Credit Agreement, as defined in Note O Notes Payable, is based on quoted market prices. The carrying value of the F&G Credit Agreement approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms. 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, 2023
	Level 1		Level 2		Level 3		NAV		Total Estimated Fair Value		Carrying Amount
Assets	(In millions)
FHLB common stock	$	—	$	130	$	—	$	—	$	130	$	130
Commercial mortgage loans	—		—		2,148		—		2,148		2,519
Residential mortgage loans	—		—		2,326		—		2,326		2,655
Investments in unconsolidated affiliates	—		—		8		2,640		2,648		2,648
Policy loans	—		—		64		—		64		64
Other invested assets	19		—		—		42		60		60
Company-owned life insurance	—		—		391		—		391		391
Trade and notes receivables, net of allowance	—		—		442		—		442		442
Total	$	19	$	130	$	5,379	$	2,682	$	8,209	$	8,909
Liabilities
Investment contracts, included in contractholder funds	$	—	$	—	$	38,737	$	—	$	38,737	$	42,455
Debt	—		3,213		—		—		3,213		3,695
Total	$	—	$	3,213	$	38,737	$	—	$	41,950	$	46,150

	December 31, 2022
	Level 1		Level 2		Level 3		NAV		Total Estimated Fair Value		Carrying Amount
Assets	(In millions)
FHLB common stock	$	—	$	99	$	—	$	—	$	99	$	99
Commercial mortgage loans	—		—		2,083		—		2,083		2,406
Residential mortgage loans	—		—		1,892		—		1,892		2,148
Investments in unconsolidated affiliates	—		—		5		2,427		2,432		2,432
Policy loans	—		—		52		—		52		52
Other invested assets	93		—		16		—		109		109
Company-owned life insurance	—		—		363		—		363		363
Trade and notes receivables, net of allowance	—		—		467		—		467		467
Total	$	93	$	99	$	4,878	$	2,427	$	7,497	$	8,076
Liabilities
Investment contracts, included in contractholder funds	$	—	$	—	$	34,464	$	—	$	34,464	$	38,412
Debt	—		2,776		—		—		2,776		3,238
Total	$	—	$	2,776	$	34,464	$	—	$	37,240	$	41,650

For investments for which NAV is used 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 that 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 AFS, and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included in AOCI, net of deferred income taxes. Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net earnings. The Company’s consolidated investments at September 30, 2023 and December 31, 2022 are summarized as follows:

	September 30, 2023
	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities	(In millions)
Asset-backed securities	$	13,887	$	(18)	$	132	$	(622)	$	13,379
Commercial mortgage-backed securities	4,548		(17)		12		(369)		4,174
Corporates	19,771		(5)		15		(3,602)		16,179
Hybrids	670		—		3		(72)		601
Municipals	1,866		—		—		(338)		1,528
Residential mortgage-backed securities	2,327		(4)		7		(156)		2,174
U.S. Government	470		—		—		(18)		452
Foreign Governments	364		—		—		(66)		298
Total available-for-sale securities	$	43,903	$	(44)	$	169	$	(5,243)	$	38,785

	December 31, 2022
	Amortized Cost		Allowance for Expected Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities	(In millions)
Asset-backed securities	$	12,209	$	(8)	$	36	$	(770)	$	11,467
Commercial mortgage-backed/asset-backed securities	3,337		(1)		11		(284)		3,063
Corporates	17,396		(22)		32		(3,069)		14,337
Hybrids	806		—		9		(84)		731
Municipals	1,749		—		4		(293)		1,460
Residential mortgage-backed securities	1,638		(8)		6		(109)		1,527
U.S. Government	287		—		—		(16)		271
Foreign Governments	286		—		—		(47)		239
Total available-for-sale securities	$	37,708	$	(39)	$	98	$	(4,672)	$	33,095

Securities held on deposit with various state regulatory authorities had a fair value of $141 million and $17,870 million at September 30, 2023 and December 31, 2022, respectively. The decrease in securities held on deposit with various state regulatory authorities during the nine months ended September 30, 2023 is primarily attributable to revisions to regulatory requirements in the state of Iowa.

As of September 30, 2023 and December 31, 2022, the Company held no material investments that were non-income producing for a period greater than twelve months.

As of September 30, 2023 and December 31, 2022, the Company's accrued interest receivable balance was $474 million and $365 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 $3,840 million and $3,387 million as of September 30, 2023 and December 31, 2022, respectively.

32

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 as issuers may have the right to call or prepay obligations.

	September 30, 2023				December 31, 2022
	(In millions)				(In millions)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Corporates, Non-structured Hybrids, Municipal and Government securities:
Due in one year or less	$	631	$	617	$	536	$	527
Due after one year through five years	4,300		4,082		3,288		3,089
Due after five years through ten years	2,853		2,554		2,171		1,939
Due after ten years	15,356		11,806		14,503		11,457
Subtotal	23,140		19,059		20,498		17,012
Other securities, which provide for periodic payments:
Asset-backed securities	13,888		13,379		12,209		11,467
Commercial mortgage-backed securities	4,548		4,173		3,337		3,063
Structured hybrids	—		—		26		26
Residential mortgage-backed securities	2,327		2,174		1,638		1,527
Subtotal	20,763		19,726		17,210		16,083
Total fixed maturity available-for-sale securities	$	43,903	$	38,785	$	37,708	$	33,095

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 unaudited Condensed 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 as 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;

• 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.

33

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 unaudited Condensed 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 unaudited Condensed Consolidated Statements of Earnings. The remainder of unrealized loss is held in AOCI. As of September 30, 2023 and December 31, 2022, our allowance for expected credit losses for AFS securities was $44 million and $39 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 nine months ended September 30, 2023 or 2022.

34

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, 2023 and December 31, 2022 were as follows:

	September 30, 2023
	Less than 12 months				12 months or longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Available-for-sale securities	(In millions)
Asset-backed securities	$	2,662	$	(174)	$	5,291	$	(404)	$	7,953	$	(578)
Commercial mortgage-backed securities	1,161		(79)		1,769		(258)		2,930		(337)
Corporates	5,740		(476)		10,054		(3,126)		15,794		(3,602)
Hybrids	68		(3)		513		(69)		581		(72)
Municipals	632		(91)		874		(248)		1,506		(339)
Residential mortgage-backed securities	1,102		(28)		660		(122)		1,762		(150)
U.S. Government	270		(6)		182		(12)		452		(18)
Foreign Government	120		(9)		169		(56)		289		(65)
Total available-for-sale securities	$	11,755	$	(866)	$	19,512	$	(4,295)	$	31,267	$	(5,161)
Total number of available-for-sale securities in an unrealized loss position less than twelve months											2,215
Total number of available-for-sale securities in an unrealized loss position twelve months or longer											2,821
Total number of available-for-sale securities in an unrealized loss position											5,036

	December 31, 2022
	Less than 12 months				12 months or longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Available-for-sale securities	(In millions)
Asset-backed securities	$	7,001	$	(410)	$	3,727	$	(360)	$	10,728	$	(770)
Commercial mortgage-backed securities	2,079		(169)		475		(116)		2,554		(285)
Corporates	9,913		(1,735)		3,523		(1,330)		13,436		(3,065)
Hybrids	628		(83)		3		(1)		631		(84)
Municipals	998		(180)		352		(113)		1,350		(293)
Residential mortgage-backed securities	992		(51)		184		(22)		1,176		(73)
U.S. Government	130		(7)		140		(8)		270		(15)
Foreign Government	119		(32)		59		(14)		178		(46)
Total available-for-sale securities	$	21,860	$	(2,667)	$	8,463	$	(1,964)	$	30,323	$	(4,631)
Total number of available-for-sale securities in an unrealized loss position less than twelve months											3,114
Total number of available-for-sale securities in an unrealized loss position twelve months or longer											1,296
Total number of available-for-sale securities in an unrealized loss position											4,410

We determined the increase in unrealized losses as of September 30, 2023, compared to December 31, 2022, was caused primarily by higher treasury rates. For securities in an unrealized loss position as of September 30, 2023, our allowance for expected credit loss was $44 million. We believe the unrealized loss position for which we have not recorded an allowance for expected credit loss as of September 30, 2023 was primarily attributable to interest rate increases, near-term illiquidity, and other macroeconomic uncertainties as opposed to issuer specific credit concerns.

35

Mortgage Loans

Our mortgage loans are collateralized by commercial and residential properties.

Commercial Mortgage Loans

Commercial mortgage loans (“CMLs”) represented approximately 6% of our total investments as of September 30, 2023 and December 31, 2022. The mortgage loans in our investment portfolio are generally comprised of high quality commercial first lien and mezzanine real estate loans. Mortgage loans are primarily on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings. We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk. We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a consistent and acceptable level to secure the related debt. The distribution of CMLs, gross of valuation allowances, by property type and geographic region is reflected in the following tables:

	September 30, 2023				December 31, 2022
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Property Type:	(In millions)				(In millions)
Hotel	$	18	1	%	$	18	1	%
Industrial	583		23	%	520		22	%
Mixed Use	11		—	%	12		1	%
Multifamily	1,012		40	%	1,013		42	%
Office	327		13	%	330		14	%
Retail	102		4	%	105		4	%
Student Housing	83		3	%	83		3	%
Other	398		16	%	335		13	%
Total commercial mortgage loans, gross of valuation allowance	$	2,534	100	%	$	2,416	100	%
Allowance for expected credit loss	(15)				(10)
Total commercial mortgage loans, net of valuation allowance	$	2,519			$	2,406
U.S. Region:
East North Central	$	145	5	%	$	151	6	%
East South Central	76		3	%	76		3	%
Middle Atlantic	355		14	%	326		13	%
Mountain	353		14	%	355		15	%
New England	178		7	%	158		7	%
Pacific	731		29	%	708		28	%
South Atlantic	575		23	%	521		22	%
West North Central	4		—	%	4		1	%
West South Central	117		5	%	117		5	%
Total commercial mortgage loans, gross of valuation allowance	$	2,534	100	%	$	2,416	100	%
Allowance for expected credit loss	(15)				(10)
Total commercial mortgage loans, net of valuation allowance	$	2,519			$	2,406

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CMLs segregated by risk rating exposure as of September 30, 2023 and December 31, 2022, were as follows, gross of valuation allowances:

	September 30, 2023
	Amortized Cost by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Commercial mortgages	(In millions)
Current (less than 30 days past due)	$	171	$	327	$	1,145	$	599	$	—	$	262	$	2,504
30-89 days past due	—		—		—		—		—		—		—
90 days or more past due	—		—		—		—		—		9		9
Total commercial mortgages (a)	$	171	$	327	$	1,145	$	599	$	—	$	271	$	2,513

	December 31, 2022
	Amortized Cost by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Commercial mortgages	(In millions)
Current (less than 30 days past due)	$	350	$	1,300	$	488	$	—	$	—	$	269	$	2,407
30-89 days past due	—		—		—		—		—		—		—
90 days or more past due	—		—		—		—		—		9		9
Total commercial mortgages	$	350	$	1,300	$	488	$	—	$	—	$	278	$	2,416

(a) Excludes loans under development with an amortized cost and estimated fair value of $21 million for September 30, 2023.

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

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, gross of valuation allowances at September 30, 2023 and December 31, 2022:

	Debt-Service Coverage Ratios						Total Amount		% of Total		Estimated Fair Value		% of Total
	>1.25		1.00 - 1.25		<1.00
September 30, 2023	(In millions)
LTV Ratios:
Less than 50.00%	$	527	$	4	$	10	$	541	22	%	$	505	24	%
50.00% to 59.99%	765		—		—		765		31	%	654		31	%
60.00% to 74.99%	1,160		27		—		1,187		47	%	952		45	%
75.00% to 84.99%	—		2		9		11		—	%	10		—	%
Commercial mortgage loans (a)	$	2,452	$	33	$	28	$	2,513	100	%	$	2,127	100	%
December 31, 2022
LTV Ratios:
Less than 50.00%	$	511	$	4	$	11	$	526	22	%	$	490	24	%
50.00% to 59.99%	706		—		—		706		29	%	615		30	%
60.00% to 74.99%	1,154		3		—		1,157		48	%	955		45	%
75.00% to 84.99%	—		—		18		18		1	%	14		1	%
Commercial mortgage loans (a)	$	2,371	$	7	$	29	$	2,407	100	%	$	2,074	100	%

(a) Excludes loans under development with an amortized cost and estimated fair value of $9 million for September 30, 2023 and an amortized cost and estimated fair value of $9 million for December 31, 2022.

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	September 30, 2023
	Amortized Cost by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Commercial mortgages	(In millions)
LTV
Less than 50.00%	$	52	$	111	$	157	$	97	$	—	$	124	$	541
50.00% to 59.99%	78		126		294		129		—		138		765
60.00% to 74.99%	39		81		694		373		—		—		1,187
75.00% to 84.99%	2		9		—		—		—		—		11
Total commercial mortgages (a)	$	171	$	327	$	1,145	$	599	$	—	$	271	$	2,513
Commercial mortgages
DSCR
Greater than 1.25x	$	146	$	315	$	1,145	$	599	$	—	$	247	$	2,452
1.00x - 1.25x	25		3		—		—		—		5		33
Less than 1.00x	—		9		—		—		—		19		28
Total commercial mortgages (a)	$	171	$	327	$	1,145	$	599	$	—	$	271	$	2,513

	December 31, 2022
	Amortized Cost by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Commercial mortgages	(In millions)
LTV
Less than 50.00%	$	70	$	120	$	207	$	—	$	—	$	129	$	526
50.00% to 59.99%	149		268		158		—		—		131		706
60.00% to 74.99%	113		912		123		—		—		9		1,157
75.00% to 84.99%	9		—		—		—		—		9		18
Total commercial mortgages (a)	$	341	$	1,300	$	488	$	—	$	—	$	278	$	2,407
Commercial mortgages
DSCR
Greater than 1.25x	$	329	$	1,300	$	488	$	—	$	—	$	254	$	2,371
1.00x - 1.25x	3		—		—		—		—		4		7
Less than 1.00x	9		—		—		—		—		20		29
Total commercial mortgages (a)	$	341	$	1,300	$	488	$	—	$	—	$	278	$	2,407

(a) Excludes loans under development with an amortized cost and estimated fair value of $9 million for September 30, 2023 and an amortized cost and estimated fair value of $9 million for December 31, 2022.

We recognize a mortgage loan as delinquent when payments on the loan are greater than 30 days past due. At September 30, 2023 and December 31, 2022, we had one CML that was delinquent in principal or interest payments as shown in the risk rating exposure table above.

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Residential Mortgage Loans

Residential mortgage loans (“RMLs”) represented approximately 6% and 5% of our total investments as of September 30, 2023 and December 31, 2022, respectively. Our RMLs are closed end, amortizing loans and 100% of the properties are located in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables, gross of valuation allowances:

	September 30, 2023
	Amortized Cost		% of Total
U.S. State:	(In millions)
Florida	$	148	5	%
New York	128		5	%
All other states (a)	2,428		90	%
Total residential mortgage loans	$	2,704	100	%

(a)     The individual concentration of each state is equal to or less than 5% as of September 30, 2023.

	December 31, 2022
	Amortized Cost		% of Total
U.S. State:	(In millions)
Florida	$	324	15	%
Texas	215		10	%
New Jersey	172		8	%
Pennsylvania	153		7	%
California	139		6	%
New York	138		6	%
Georgia	125		6	%
All other states (a)	914		42	%
Total residential mortgage loans	$	2,180	100	%

(a)     The individual concentration of each state is equal to or less than 5% as of December 31, 2022.

RMLs have a primary credit quality indicator of either a performing or nonperforming loan. We define non-performing RMLs as those that are 90 or more days past due or in non-accrual status, which is assessed monthly. The credit quality of RMLs as of September 30, 2023 and December 31, 2022, was as follows:

	September 30, 2023				December 31, 2022
	Amortized Cost		% of Total		Amortized Cost		% of Total
Performance indicators:	(In millions)				(In millions)
Performing	$	2,636	97	%	$	2,118	97	%
Non-performing	68		3	%	62		3	%
Total residential mortgage loans, gross of valuation allowance	$	2,704	100	%	$	2,180	100	%
Allowance for expected loan loss	(49)		—	%	(32)		—	%
Total residential mortgage loans, net of valuation allowance	$	2,655	100	%	$	2,148	100	%

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RMLs segregated by risk rating exposure as of September 30, 2023 and December 31, 2022, were as follows, gross of valuation allowances:

	September 30, 2023
	Amortized Cost by Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Residential mortgages	(In millions)
Current (less than 30 days past due)	$	236	$	948	$	846	$	190	$	183	$	194	$	2,597
30-89 days past due	1		3		15		9		6		6		40
90 days or more past due	—		4		25		13		23		2		67
Total residential mortgages	$	237	$	955	$	886	$	212	$	212	$	202	$	2,704

	December 31, 2022
	Amortized Cost by Origination Year
	2022		2021		2020		2019		2018		Prior		Total
Residential mortgages	(In millions)
Current (less than 30 days past due)	$	766	$	884	$	214	$	185	$	23	$	33	$	2,105
30-89 days past due	2		7		—		4		—		—		13
90 days or more past due	3		9		15		34		1		—		62
Total residential mortgages	$	771	$	900	$	229	$	223	$	24	$	33	$	2,180

    Non-accrual loans by amortized cost as of September 30, 2023 and December 31, 2022, were as follows:

	September 30, 2023		December 31, 2022
Amortized cost of loans on non-accrual	(In millions)
Residential mortgage:	$	67	$	62
Commercial mortgage:	9		9
Total non-accrual mortgages	$	76	$	71

    

Immaterial interest income was recognized on non-accrual financing receivables for the nine months ended September 30, 2023 and September 30, 2022.

It is our policy to cease to accrue interest on loans that are delinquent for 90 days or more. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes 90 days or more delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place. As of September 30, 2023 and December 31, 2022, we had $67 million and $62 million, respectively, of mortgage loans that were over 90 days past due, of which $37 million and $38 million were in the process of foreclosure as of September 30, 2023 and December 31, 2022 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.

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

	Three months ended September 30, 2023						Nine months ended September 30, 2023
	(In millions)						(In millions)
	Residential Mortgage		Commercial Mortgage		Total		Residential Mortgage		Commercial Mortgage		Total
Beginning Balance	$	(51)	$	(13)	$	(64)	$	(32)	$	(10)	$	(42)
Provision for loan losses	2		(2)		—		(17)		(5)		(22)
Ending Balance	$	(49)	$	(15)	$	(64)	$	(49)	$	(15)	$	(64)

	Three months ended September 30, 2022						Nine months ended September 30, 2022
	(In millions)						(In millions)
	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)

An allowance for expected credit loss is not measured on accrued interest income for CMLs as we have a process to write-off interest on loans that enter into non-accrual status (90 days or more past due). Allowances for expected credit losses are measured on accrued interest income for RMLs and were immaterial as of September 30, 2023 and September 30, 2022.

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:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)				(In millions)
Fixed maturity securities, available-for-sale	$	493	$	379	$	1,405	$	1,062
Equity securities	8		7		24		23
Preferred securities	12		15		39		48
Mortgage loans	59		48		167		136
Invested cash and short-term investments	39		19		106		36
Limited partnerships	69		(55)		171		116
Tax deferred property exchange income	44		35		128		49
Other investments	25		13		63		27
Gross investment income	749		461		2,103		1,497
Investment expense	(63)		(50)		(188)		(145)
Interest and investment income	$	686	$	411	$	1,915	$	1,352

Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $102 million and $29 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $236 million and $67 million for the nine months ended September 30, 2023 and September 30, 2022.

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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:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)				(In millions)
Net realized losses on fixed maturity available-for-sale securities	$	(32)	$	(57)	$	(137)	$	(153)
Net realized/unrealized losses on equity securities (1)	(33)		(51)		(37)		(423)
Net realized/unrealized gains (losses) on preferred securities (2)	1		(8)		(7)		(216)
Realized gains (losses) on other invested assets	9		(54)		(20)		(64)
Change in allowance for expected credit losses	(7)		(8)		(30)		(20)
Derivatives and embedded derivatives:
Realized losses on certain derivative instruments	(30)		(74)		(184)		(59)
Unrealized (losses) gains on certain derivative instruments	(297)		(70)		14		(787)
Change in fair value of reinsurance related embedded derivatives (3)	36		94		34		357
Change in fair value of other derivatives and embedded derivatives	(3)		(2)		—		(10)
Realized losses on derivatives and embedded derivatives	(294)		(52)		(136)		(499)
Recognized gains and losses, net	$	(356)	$	(230)	$	(367)	$	(1,375)

(1) Includes net valuation losses of $22 million and $52 million for the three months ended September 30, 2023 and 2022, respectively, and net valuation losses of $12 million and $440 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) Includes net valuation gains (losses) of $2 million and $(6) million for the three months ended September 30, 2023 and 2022, respectively, and net valuation gains (losses) of $52 million and $(213) million for the nine months ended September 30, 2023 and 2022, respectively.

(3) Change in fair value of reinsurance related embedded derivatives is due to activity related to the reinsurance treaties with Somerset and Aspida Re.

Recognized gains and (losses), net is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $43 million and $105 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $42 million and $384 million for the nine months ended September 30, 2023 and September 30, 2022, respectively .

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

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Proceeds	$	880	$	731	$	1,978	$	2,566
Gross gains	—		3		7		8
Gross losses	(27)		(58)		(109)		(157)

Unconsolidated Variable Interest Entities

We own investments in variable interest entities ("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-

42

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, 2023 and December 31, 2022:

	September 30, 2023				December 31, 2022
	(In millions)				(In millions)
	Carrying Value		Maximum Loss Exposure		Carrying Value		Maximum Loss Exposure
Investment in unconsolidated affiliates	$	2,920	$	4,525	$	2,427	$	4,030
Fixed maturity securities	19,320		21,091		15,680		17,404
Total unconsolidated VIE investments	$	22,240	$	25,616	$	18,107	$	21,434

Concentrations

Our underlying investment concentrations that exceed 10% of shareholders equity are as follows:

	September 30, 2023
	(In millions)
Blackstone Wave Asset Holdco (1)	$	715
(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.

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Note E — Derivative Financial Instruments

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

	September 30, 2023		December 31, 2022
Assets:	(In millions)
Derivative investments:
Call options	$	420	$	244
Other long-term investments:
Other embedded derivatives	23		23
Prepaid expenses and other assets:
Reinsurance related embedded derivatives	313		279
	$	756	$	546

Liabilities:
Contractholder funds:
FIA/ IUL embedded derivatives	$	3,556	$	3,115
Accounts payable and accrued liabilities:
Interest rate swaps	16		—
Call options	2		—
	$	3,572	$	3,115

The change in fair value of derivative instruments included in the accompanying unaudited Condensed Consolidated Statements of Earnings is as follows:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Recognized gains and losses, net	(In millions)				(In millions)
Net investment (losses) gains:
Call options	$	(308)	$	(149)	$	(155)	$	(858)
Interest rate swaps	(19)		—		(19)		—
Futures contracts	(4)		(5)		1		(10)
Foreign currency forwards	4		10		3		22
Other derivatives and embedded derivatives	(3)		(2)		—		(10)
Reinsurance related embedded derivatives	36		94		34		357
Total net investment losses	$	(294)	$	(52)	$	(136)	$	(499)
Benefits and other changes in policy reserves:
FIA/ IUL embedded derivatives (decrease) increase	$	(265)	$	(166)	$	441	$	(1,108)

Additional Disclosures

FIA/IUL Embedded Derivative, Call Options and Futures

We have FIA and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, primarily the S&P 500 Index. This feature represents an embedded derivative under GAAP. The FIA/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in the accompanying 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 call options are one, two, three, and five year options purchased to match the funding requirements of the underlying policies. On the respective anniversary

44

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.

Interest Rate Swaps

F&G utilizes interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments. With an interest rate swap, we agree with another party to exchange the difference between fixed-rate and floating-rate interest amounts tied to an agreed upon notional principal at specified intervals. The interest rate swaps are marked to fair value with the change in fair value, including accrued interest and related periodic cash flows received or paid, included as a component of Recognized gains and losses, net, in the accompanying unaudited Condensed Consolidated Statements of Operations.

Reinsurance Related Embedded Derivatives

F&G entered into a reinsurance agreement with Kubera effective December 31, 2018, to cede certain fixed rate and deferred annuity business, including multiyear guaranteed annuity ("MYGA"), 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, September 2022, and July 2023 to cede a quota share of MYGA business on a coinsurance funds withheld basis. Fair value movements in the funds withheld balances associated with these arrangements creates an obligation for F&G to pay Somerset and Aspida Re at a later date, which results in embedded derivatives. These embedded derivatives are considered total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangements. The fair value of the total return swap is based on the change in fair value of the underlying assets held in the funds withheld portfolio. Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangements, including gains and losses from sales, were passed directly to the reinsurers pursuant to contractual terms of the reinsurance arrangements. The reinsurance related embedded derivatives are reported in Prepaid expenses and other assets if in a net gain position, or Accounts payable and accrued liabilities, if in a net loss position, on the 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.

Credit Risk

We are exposed to credit loss in the event of non-performance by our counterparties on the call options and interest rate swaps and reflect assumptions regarding this non-performance risk in the fair value of these derivatives. The non-performance risk is the net counterparty exposure based on the fair value of the open contracts less collateral held. We maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement.

Information regarding our exposure to credit loss on the call options and interest rate swaps we hold is presented in the following tables.

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		September 30, 2023
		(In millions)
Counterparty	Credit Rating (Fitch/Moody's/S&P) (a)	Notional Amount		Fair Value		Collateral		Net Credit Risk
Merrill Lynch	AA/*/A+	$	4,131	$	47	$	8	$	39
Morgan Stanley	*/Aa3/A+	2,865		32		38		—
Barclay's Bank	A+/A1/A+	6,809		73		81		—
Canadian Imperial Bank of Commerce	AA-/A2/A-	6,903		92		94		—
Wells Fargo	AA-/Aa2/A+	1,300		37		38		—
Goldman Sachs	A+/A1/A+	1,520		16		16		—
Credit Suisse	A+/A3/A+	198		6		6		—
Truist	A+/A2/A	2,853		78		77		1
Citibank	A+/Aa3/A+	1,400		11		11		—
JP Morgan	AA/Aa2/A+	543		12		12		—
Total		$	28,522	$	404	$	381	$	40

		December 31, 2022
		(In millions)
Counterparty	Credit Rating (Fitch/Moody's/S&P) (a)	Notional Amount		Fair Value		Collateral		Net Credit Risk
Merrill Lynch	AA/*/A+	$	3,563	$	23	$	—	$	23
Morgan Stanley	*/Aa3/A+	1,699		14		19		—
Barclay's Bank	A+/A1/A	6,049		65		59		6
Canadian Imperial Bank of Commerce	AA/Aa2/A+	5,169		68		64		4
Wells Fargo	A+/A1/BBB+	1,361		17		17		—
Goldman Sachs	A/A2/BBB+	1,133		9		10		—
Credit Suisse	BBB+/A3/A-	1,039		5		5		—
Truist	A+/A2/A	2,489		35		36		—
Citibank	A+/Aa3/A+	795		8		9		—
Total		$	23,297	$	244	$	219	$	33

(a)An * represents credit ratings that were not available.

Collateral Agreements

We are required to maintain minimum ratings as a matter of routine practice as part of our over-the-counter derivative agreements on ISDA forms. Under some ISDA agreements, we have agreed to maintain certain financial strength ratings. A downgrade below these levels provides the counterparty under the agreement the right to terminate the open derivative contracts between the parties, at which time any amounts payable by us or the counterparty would be dependent on the market value of the underlying contracts. Our current rating does not allow any counterparty the right to terminate ISDA agreements. In certain transactions, both us and the counterparty have entered into a collateral support agreement requiring either party to post collateral when the net exposures exceed pre-determined thresholds. For all counterparties, except Merrill Lynch, this threshold is set to zero. As of September 30, 2023 and December 31, 2022, counterparties posted $381 million and $219 million, respectively, of collateral of which $290 million and $178 million, respectively, is included in Cash and cash equivalents with an associated payable for this collateral included in Accounts payable and accrued liabilities on the unaudited Condensed Consolidated Balance Sheets. Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the derivatives failed completely to perform according to the terms of the contracts was $40 million at September 30, 2023 and $33 million at December 31, 2022.

We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. We reinvest derivative cash collateral to reduce the interest cost. Cash collateral is invested in overnight investment sweep products, which are included in Cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.

We held 419 and 409 futures contracts at September 30, 2023 and December 31, 2022, respectively. The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements). We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in Cash and

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cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets. The amount of cash collateral held by the counterparties for such contracts was $4 million and $3 million at September 30, 2023 and December 31, 2022, respectively.

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 $9 million and $12 million as of September 30, 2023 and December 31, 2022, respectively. None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.

In August 2020, a lawsuit styled, In the Matter of FGL Holdings, was filed in the Grand Court of the Cayman Islands related to FNF's acquisition of F&G where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock. They sought a judicial determination of the fair value of their shares of F&G stock as of the date of valuation under the law of the Cayman Islands, together with interest and legal costs. On October 5, 2022, the Grand Court of the Cayman Islands decided in favor of F&G. The dissenting shareholders failed to appeal the fair value order, and its appeal period expired on October 19, 2022. On April 19, 2023 the Grand Court of the Cayman Islands determined that the dissenting shareholders should pay F&G's Cayman Islands legal expenses and discovery costs relating to the lawsuit, by way of interim payment of $4 million with the balance to be determined after assessment. We are attempting to collect reimbursement of our expenses in this lawsuit.

F&G is a defendant in two putative class action lawsuits related to the alleged compromise of certain of F&G’s customers’ personal information resulting from an alleged vulnerability in the MOVEit file transfer software. F&G’s vendor, Pension Benefit Information, LLC (“PBI”), used the MOVEit software in the course of providing audit and address research services to F&G and many other corporate customers. Miller v. F&G, No. 4:23-cv-00326, was filed against F&G in the Southern District of Iowa on August 31, 2023. Miller alleges that he is an F&G customer whose information was impacted in the MOVEit incident and brings common law tort and implied contract claims. F&G has yet to be served in Miller. Plaintiff seeks injunctive relief and damages. Cooper v. Progress Software Corp., No. 1:23-cv-12067, was filed against F&G and five other defendants in the District of Massachusetts on September 7, 2023. F&G was served on September 15, 2023. Cooper also alleges that he is an F&G customer and brings similar common law tort claims and alleges claims as a purported third-party beneficiary of an alleged contract. Plaintiff seeks declaratory and injunctive relief and damages. At this time, we do not believe the incident will have a material impact on our business, operations, or financials.

Well over 150 similar lawsuits have been filed against other entities impacted by the MOVEit incident including a number of such lawsuits related to PBI’s use of MOVEit. FNF has not been named a party in any of these lawsuits. On October 4, 2023, the U.S. Judicial Panel on Multidistrict Litigation (JPML) created a multidistrict litigation (MDL) pursuant to 28 U.S.C. § 1407 to handle all litigation brought by individuals whose information was potentially compromised in connection with the alleged MOVEit vulnerability. The JPML assigned the MDL to Judge Allison Burroughs of the U.S. District Court for the District of Massachusetts. Following creation of the MDL, Miller was transferred to Judge Burroughs on October 6. Cooper, which is already before another judge in the District of Massachusetts, will be transferred through an intradistrict process. Judge Burroughs is likely to issue a Case Management Order with additional processes and a preliminary schedule as a next step in the consolidated litigations.

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From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities, which may require us to pay fines or claims or take other actions. We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our financial condition.

F&G Commitments

In our F&G segment, we have unfunded commitments as of September 30, 2023 based upon the timing of when investments and agreements are executed or signed compared to when the actual investments and agreements are funded or closed. Some investments require that funding occur over a period of months or years. A summary of unfunded commitments by commitment type as of September 30, 2023 is included below:

	September 30, 2023
Commitment Type	(In millions)
Unconsolidated VIEs:
Limited partnerships	$	1,606
Whole loans	915
Fixed maturity securities, ABS	187
Direct Lending	859
Other fixed maturity securities, AFS	13
Commercial mortgage loans	35
Other assets	388
Other invested assets	59
Total	$	4,062

Note G — Dividends

On November 7, 2023, our Board of Directors declared cash dividends of $0.48 per share, payable on December 29, 2023, to FNF common shareholders of record as of December 15, 2023.

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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, 2023:

	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	1,252	$	—	$	—	$	1,252
Other revenues	577		582		37		1,196
Revenues from external customers	1,829		582		37		2,448
Interest and investment income, including recognized gains and losses, net	46		269		15		330
Total revenues	1,875		851		52		2,778
Depreciation and amortization	39		108		6		153
Interest expense	—		24		20		44
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	248		380		(25)		603
Income tax expense (benefit)	73		74		(6)		141
Earnings (loss) from continuing operations before equity in earnings of unconsolidated affiliates	175		306		(19)		462
Equity in earnings of unconsolidated affiliates	15		—		—		15
Net earnings (loss) from continuing operations	$	190	$	306	$	(19)	$	477
Assets	$	8,136	$	63,596	$	2,270	$	74,002
Goodwill	2,789		1,749		292		4,830

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		46		1,371
Revenues from external customers	2,277		702		46		3,025
Interest and investment income, including recognized gains and losses, net	14		200		(33)		181
Total revenues	2,291		902		13		3,206
Depreciation and amortization	38		82		6		126
Interest expense	—		6		22		28
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	335		238		(70)		503
Income tax expense (benefit)	93		51		(8)		136
Earnings (loss) from continuing operations before equity in earnings of unconsolidated affiliates	242		187		(62)		367
Net earnings (loss) from continuing operations	$	242	$	187	$	(62)	$	367
Assets	$	8,906	$	50,851	$	1,968	$	61,725
Goodwill	2,587		1,749		266		4,602

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As of and for the nine months ended September 30, 2023:

	Title		F&G		Corporate and Other		Total
	(In millions)
Title premiums	$	3,484	$	—	$	—	$	3,484
Other revenues	1,629		1,523		136		3,288
Revenues from external customers	5,113		1,523		136		6,772
Interest and investment income, including recognized gains and losses, net	178		1,365		5		1,548
Total revenues	5,291		2,888		141		8,320
Depreciation and amortization	115		302		21		438
Interest expense	—		71		58		129
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	638		340		(117)		861
Income tax expense (benefit)	165		99		(19)		245
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	473		241		(98)		616
Equity in earnings of unconsolidated affiliates	16		—		—		16
Net earnings (loss) from continuing operations	$	489	$	241	$	(98)	$	632
Assets	$	8,136	$	63,596	$	2,270	$	74,002
Goodwill	2,789		1,749		292		4,830

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		1,369		86		3,449
Revenues from external customers	7,576		1,369		86		9,031
Interest and investment income, including recognized gains and losses, net	(348)		353		(28)		(23)
Total revenues	7,228		1,722		58		9,008
Depreciation and amortization	105		238		18		361
Interest expense	—		23		66		89
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	851		1,065		(126)		1,790
Income tax expense (benefit)	261		254		(21)		494
Earnings (loss) from continuing operations before equity in earnings of unconsolidated affiliates	590		811		(105)		1,296
Equity in earnings of unconsolidated affiliates	16		—		—		16
Net earnings (loss) from continuing operations	$	606	$	811	$	(105)	$	1,312
Assets	$	8,906	$	50,851	$	1,968	$	61,725
Goodwill	2,587		1,749		266		4,602

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 (FIA and fixed rate annuities), immediate annuities and IUL. 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.

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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:

	Nine months ended September 30,
	2023		2022
Cash paid for:	(In millions)
Interest	$	122	$	99
Income taxes	140		293
Deferred sales inducements	113		60
Non-cash investing and financing activities:
Change in proceeds of sales of investments available for sale receivable in period	53		150
Change in purchases of investments available for sale payable in period	145		157
Lease liabilities recognized in exchange for lease right-of-use assets	29		59
Remeasurement of lease liabilities	53		52
Liabilities assumed in connection with acquisitions
Fair value of assets acquired	304		235
Less: Total Purchase price	299		161
Liabilities and noncontrolling interests assumed	$	5	$	74

Note J — Revenue Recognition

Disaggregation of Revenue

Our revenue consists of:

			Three months ended September 30,				Nine months ended September 30,
			2023		2022		2023		2022
Revenue Stream	Income Statement Classification	Segment	Total Revenue
Revenue from insurance contracts:			(In millions)
Direct title insurance premiums	Direct title insurance premiums	Title	$	524	$	688	$	1,493	$	2,314
Agency title insurance premiums	Agency title insurance premiums	Title	728		966		1,991		3,268
Life insurance premiums, insurance and investment product fees, and other	Escrow, title-related and other fees	F&G	582		702		1,523		1,369
Home warranty	Escrow, title-related and other fees	Title	43		52		110		129
Total revenue from insurance contracts			1,877		2,408		5,117		7,080
Revenue from contracts with customers:
Escrow fees	Escrow, title-related and other fees	Title	211		239		590		798
Other title-related fees and income	Escrow, title-related and other fees	Title	167		187		482		593
ServiceLink, excluding title premiums, escrow fees, and subservicing fees	Escrow, title-related and other fees	Title	85		84		247		270
Real estate technology	Escrow, title-related and other fees	Corporate and other	38		41		114		120
Total revenue from contracts with customers			501		551		1,433		1,781
Other revenue:
Loan subservicing revenue	Escrow, title-related and other fees	Title	71		61		200		204
Other	Escrow, title-related and other fees	Corporate and other	(1)		5		22		(34)
Interest and investment income	Interest and investment income	Various	686		411		1,915		1,352
Recognized gains and losses, net	Recognized gains and losses, net	Various	(356)		(230)		(367)		(1,375)
Total revenues	Total revenues		$	2,778	$	3,206	$	8,320	$	9,008

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

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customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete.

Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Substantially all of our home warranty contracts are one year in length and revenue is recognized ratably over the term of the contract.

Escrow fees and other title-related fees and income in our Title segment are closely related to Direct title insurance premiums and are primarily associated with managing the closing of real estate transactions, including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and home inspection services, and other real estate or title-related activities. Revenue is primarily recognized upon closing of the underlying real estate transaction or completion of services. Cash associated with such revenue is typically collected at closing.

Revenues from ServiceLink, excluding its title premiums, escrow fees and loan subservicing fees primarily include revenues from real estate appraisal services and foreclosure processing and facilitation services. Revenues from real estate appraisal services are recognized when all appraisal work is complete, a final report is issued to the client and the client is billed. Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete.

Life insurance premiums in our F&G segment reflect premiums for life-contingent PRT, traditional life insurance products and life-contingent immediate annuity products, which are recognized as revenue when due from the policyholder. We have ceded the majority of our traditional life business to unaffiliated third party reinsurers. While the base contract has been reinsured, we continue to retain the return of premium rider. Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, URL 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, 2023		December 31, 2022
	(In millions)
Trade receivables	$	317	$	349
Deferred revenue (contract liabilities)	336		271

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

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months and nine months ended September 30, 2023, we recognized $44 million and $79 million of revenue, respectively, which was included in deferred revenue at the beginning of the respective period.

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

The following table reconciles to Other intangible assets, net, on the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.

	September 30, 2023		December 31, 2022
	(In millions)
Customer relationships and contracts	$	190	$	202
VOBA	1,487		1,615
DAC	2,012		1,411
DSI	297		200
Value of distribution asset	90		100
Computer software	272		196
Definite lived trademarks, tradenames, and other	30		27
Indefinite lived tradenames and other	61		60
Total Other intangible assets, net	$	4,439	$	3,811

The following tables roll forward VOBA by product for the nine months ended September 30, 2023 and September 30, 2022.

	FIA		Fixed Rate Annuities		Immediate Annuities		Universal Life		Traditional Life		Total
	(In millions)
Balance at January 1, 2023	$	1,166	$	32	$	201	$	143	$	73	$	1,615
Amortization	(106)		(4)		(8)		(7)		(3)		(128)
Balance at September 30, 2023	$	1,060	$	28	$	193	$	136	$	70	$	1,487
	FIA		Fixed Rate Annuities		Immediate Annuities		Universal Life		Traditional Life		Total
	(In millions)
Balance at January 1, 2022	$	1,314	$	39	$	212	$	153	$	25	$	1,743
Amortization	(113)		(5)		(9)		(7)		(2)		(136)
Shadow Premium Deficiency Testing (“PDT”)	—		—		—		—		52		52
Balance at September 30, 2022	$	1,201	$	34	$	203	$	146	$	75	$	1,659

VOBA amortization expense of $128 million and $136 million was recorded in Depreciation and amortization on the unaudited Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2023 and September 30, 2022, respectively.

The following table presents a reconciliation of VOBA to the table above, which is included in Other intangible assets, net in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(In millions)
FIA	$	1,060	$	1,166
Fixed Rate Annuities	28		32
Immediate Annuities	193		201
Universal Life	136		143
Traditional Life	70		73
Total	$	1,487	$	1,615

The following tables roll forward DAC by product for the nine months ended September 30, 2023 and September 30, 2022.

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	FIA		Fixed Rate Annuities		Universal Life		Total (a)
	(In millions)
Balance at January 1, 2023	$	971	$	83	$	348	$	1,402
Capitalization	371		119		167		657
Amortization	(75)		(35)		(25)		(135)
Reinsurance related adjustments	—		79		—		79
Balance at September 30, 2023	$	1,267	$	246	$	490	$	2,003
	FIA		Fixed Rate Annuities		Universal Life		Total (a)
	(In millions)
Balance at January 1, 2022	$	564	$	38	$	173	$	775
Capitalization	331		41		141		513
Amortization	(47)		(7)		(15)		(69)
Balance at September 30, 2022	$	848	$	72	$	299	$	1,219

(a) Excludes insignificant amounts of DAC related to Funding Agreement Backed Note (“FABN”)

DAC amortization expense of $135 million and $69 million was recorded in Depreciation and amortization on the unaudited Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2023 and September 30, 2022, respectively.

The following table presents a reconciliation of DAC to the table above, which is included in Other intangible assets, net in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(In millions)
FIA	$	1,267	$	971
Fixed Rate Annuities	246		83
Universal Life	490		348
Funding Agreements	9		9
Total	$	2,012	$	1,411

The following tables roll forward DSI for the nine months ended September 30, 2023 and September 30, 2022:

	FIA		Total
	(In millions)
Balance at January 1, 2023	$	200	$	200
Capitalization	112		112
Amortization	(15)		(15)
Balance at September 30, 2023	$	297	$	297
	FIA		Total
	(In millions)
Balance at January 1, 2022	$	127	$	127
Capitalization	60		60
Amortization	(10)		(10)
Balance at September 30, 2022	$	177	$	177

DSI amortization expense of $15 million and $10 million was recorded in Depreciation and amortization on the unaudited Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2023 and September 30, 2022, respectively.

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The following table presents a reconciliation of DSI to the table above, which is included in Other intangible assets, net in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(In millions)
FIA	$	297	$	200
Total	$	297	$	200

The cash flow assumptions used to amortize VOBA and DAC were consistent with the assumptions used to estimate the FPB for life contingent immediate annuity and PRT contracts, and will be reviewed and unlocked, if applicable, in the same period as those balances. For nonparticipating traditional life contracts, the VOBA amortization is straight-line, without the use of cash flow assumptions. For FIA contracts, the cash flow assumptions used to amortize VOBA, DAC, and DSI were consistent with the assumptions used to estimate the value of the embedded derivative and MRBs, and will be reviewed and unlocked, if applicable, in the same period as those balances. For fixed rate annuities and IUL the cash flow assumptions used to amortize VOBA, DAC and DSI reflect the company’s best estimates for policyholder behavior, consistent with the development of assumptions for FIA, immediate annuity, and PRT.

F&G reviews cash flow assumptions annually, generally in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to our deferred annuities (FIA and fixed rate annuities) including surrender rates, partial withdrawal rates, mortality improvement, and option budgets. All updates to these assumptions brought F&G more in line with Company and overall industry experience since the prior assumption update.

For the in-force liabilities as of September 30, 2023, the estimated amortization expense for VOBA in future fiscal periods is as follows:

	Estimated Amortization Expense
Fiscal Year	(In millions)
2023	$	40
2024	152
2025	140
2026	128
2027	116
Thereafter	911

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 the Company's retention limit is reinsured. The Company primarily seeks reinsurance coverage in order to limit its exposure to mortality losses and enhance capital management. The Company 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, 2023 and September 30, 2022 were as follows:

	Three months ended								Nine months ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred		Net Premiums Earned		Net Benefits Incurred
	(In millions)
Direct	$	508	$	323	$	642	$	1,287	$	1,319	$	2,057	$	1,248	$	1,996
Ceded	(26)		(31)		(31)		(717)		(79)		(136)		(98)		(1,600)
Net	$	482	$	292	$	611	$	570	$	1,240	$	1,921	$	1,150	$	396

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Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits. F&G did not write off any significant reinsurance balances during the three and nine months ended September 30, 2023 and September 30, 2022. F&G did not commute any ceded reinsurance treaties during the three and nine months ended September 30, 2023 and September 30, 2022.

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. The expected credit loss reserves were as follows:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Balance at Beginning of Period	$	(9)	$	(19)	$	(10)	$	(20)
Changes in the expected credit loss reserve	(1)		—		—		1
Balance at End of Period	$	(10)	$	(19)	$	(10)	$	(19)

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.

Everlake Reinsurance Transaction. Effective September 1, 2023, F&G executed a Coinsurance Agreement with Everlake Life Insurance Company (“ELIC”), a third party reinsurer. In accordance with the terms of this agreement, F&G cedes to the reinsurer, on a coinsurance basis, certain MYGA business written effective September 1, 2023. The policies are ceded on a thirty percent (30%) quota share basis. As the policies ceded to ELIC are investment contracts, there is no significant insurance risk present and therefore the effects of this agreement are accounted for as a separate investment contract.

Aspida Reinsurance Transaction. F&G executed a Funds Withheld Coinsurance Agreement with Aspida Re, a Bermuda reinsurer. In accordance with the terms of this agreement, F&G cedes to the reinsurer, on a funds withheld coinsurance basis, certain MYGA business written effective January 1, 2021. For reinsured policies issued prior to September 1, 2022, the policies are ceded on a fifty percent (50%) quota share basis.  For reinsured policies issued from September 1, 2022 through June 30, 2023, the policies are ceded on a seventy-five percent (75%) quota share basis, capped at $350 million cession per month. For the month of March 2023 only, the premiums cap increased to $450 million. Effective July 1, 2023, the agreement was amended to provide that reinsured policies issued on or after July 1, 2023 are ceded on a sixty percent (60%) quota share basis, capped at $230 million cession per month. As the policies ceded to Aspida are investment contracts, there is no significant insurance risk present and therefore the effects of this agreement are accounted for as a separate investment contract.

New Reinsurance Transaction. Effective December 31, 2022, F&G entered into an indemnity reinsurance agreement with New Reinsurance Company Ltd. (“New Re”), a third-party reinsurer, to cede a quota share of certain FIA policies and related waiver of surrender charges, issued after January 1, 2022, on a coinsurance and yearly renewable term basis. Effective July 1, 2023, the agreement was amended to reinsure additional FIA products. The coinsurance quota share is only applicable to the base contract benefits under the FIA policies. The yearly renewable term is applicable to the waiver of surrender charges and return of premium. 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.

There have been no other significant changes to reinsurance contracts for the three and nine months ended September 30, 2023.

Concentration of Reinsurance Risk

The Company has a significant concentration of reinsurance risk with third party reinsurers, Aspida Re, Wilton Reassurance Company (“Wilton Re”), and Somerset that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties. Aspida Re has an A- issuer credit rating from AM Best as of September 30, 2023, 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, 2023. Somerset has an A- issuer credit rating from AM Best and a BBB+ issuer credit rating from S&P as of September 30, 2023, and the risk of non-performance is further mitigated through the funds withheld arrangement. On September 30, 2023, the net amounts recoverable from Aspida Re, Wilton Re, and Somerset were $5,326 million, $1,126 million, and $535 million, respectively. We monitor both the financial condition of individual reinsurers and risk concentration

56

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, 2023.

There have been no other material changes in the reinsurance and the intercompany reinsurance agreements described in our Form 10-K for the year ended December 31, 2022.

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

Our U.S. insurance subsidiaries, Fidelity & Guaranty Life Insurance Company ("FGL Insurance"), Fidelity & Guaranty Life Insurance Company of New York ("FGL NY Insurance"), and Raven Reinsurance Company ("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 prescribed by 191 Iowa Administrative Code ("IAC") 97, "Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve", for its fixed indexed annuities ("FIA") products, and as of October 1, 2022, indexed universal life ("IUL") products. Under these alternative accounting practices, the call option derivative instruments that hedge the growth in interest credited on index products are accounted for at amortized cost with the corresponding amortization recorded as a decrease to net investment income and indexed annuity reserves are calculated based on Standard Valuation Law and Actuarial Guideline XXXV assuming the market value of the call options associated with the current index term is zero regardless of the observable market value for such options. This resulted in a $113 million and $152 million decrease to statutory capital and surplus at September 30, 2023 and December 31, 2022, respectively.

Based on a permitted practice received from the Iowa Insurance Department, FGL Insurance carries one of its limited partnership interests, which qualifies for accounting under SSAP No. 48, “Investments in Joint Ventures, Partnerships and Limited Liability Companies” on a net asset value per share basis. This is a departure from SSAP No. 48 which requires such investments to be carried based on the investees underlying U.S. GAAP equity (prior to any impairment considerations). This resulted in a $16 million and $13 million increase to statutory capital and surplus at September 30, 2023 and December 31, 2022, respectively.

FGL Insurance’s statutory carrying value of Raven Re reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset, which increased Raven Re’s statutory capital and surplus by $200 million and $200 million at September 30, 2023 and December 31, 2022, 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 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 $121 million and $121 million at September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023, 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

TitlePoint

On January 1, 2023, we completed our previously announced acquisition of TitlePoint for $224 million in cash, subject to a customary working capital adjustment.

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The purchase price has been allocated to TitlePoint's assets acquired based on their fair values as of the acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is expected to be deductible for tax purposes. In connection with the acquisition, we recorded preliminary fair value estimates for goodwill, other intangible assets and other assets of $165 million, $54 million and $6 million, respectively, as of September 30, 2023.

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the TitlePoint acquisition consist of the following:

	Gross Carrying Value		Weighted Average Estimated Useful Life (in years)
Other intangible assets:	(In millions)
Customer relationships	$	3	10
Trade name	4		10
Software	47		7
Total Other intangible assets	$	54

AllFirst

On August 9, 2022, we acquired approximately 74% of the outstanding equity of AllFirst Title Insurance Agency ("AllFirst") for approximately $130 million in cash consideration. On December 19, 2022, we purchased an additional 6% of the outstanding equity of AllFirst for approximately $10 million in cash consideration.

The acquisition was accounted for as a business combination under Topic 805. The purchase price has been allocated to AllFirst's assets acquired and liabilities assumed based on their fair values as of acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is expected to be deductible for tax purposes. We completed our assessment of the fair value of assets acquired and liabilities assumed within the one-year period from the date of the acquisition. We recorded fair value amounts as of the acquisition date for goodwill, other intangibles, other assets, other liabilities and non-controlling interest of $104 million, $55 million, $40 million, $18 million and $46 million, respectively.

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

	Gross Carrying Value		Weighted Average Estimated Useful Life (in years)
Other intangible assets:	(In millions)
Customer relationships	$	46	10
Trade name	7		10
Non-compete agreements	1		5
Software	1		2
Total Other intangible assets	$	55

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Note O — Notes Payable

Notes payable consists of the following:

	September 30, 2023		December 31, 2022
	(In millions)
4.50% Notes, net of discount	$	446	$	445
3.40% Notes, net of discount	644		644
2.45% Notes, net of discount	594		594
3.20% Notes, net of discount	444		444
Revolving Credit Facility	(2)		(3)
F&G Credit Agreement	511		547
7.40% F&G Notes	495		—
5.50% F&G Notes	563		567
	$	3,695	$	3,238

On January 13, 2023, F&G completed its issuance and sale of $500 million aggregate amount of its 7.40% F&G Notes, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 7.40% F&G Notes are the senior unsecured, unsubordinated obligations of F&G and are guaranteed on an unsecured, unsubordinated basis by each of F&G's subsidiaries that are guarantors of its obligations under the F&G Credit Agreement (the “Guarantors”). The interest rate payable on the 7.40% F&G Notes will be subject to adjustment from time to time if either S&P or Fitch (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit ratings assigned to the 7.40% F&G Notes. F&G intends to use the net proceeds from the offering for general corporate purposes, including to support the growth of assets under management and for F&G's future liquidity requirements. The Senior notes were registered under the Securities Act of 1933 (as amended).

On November 22, 2022, F&G entered into a Credit Agreement (the "F&G Credit Agreement") with certain lenders (the "Lenders") and Bank of America, N.A. as administrative agent (the "Administrative Agent"), swing line lender and issuing bank, pursuant to which the Lenders have made available to F&G an unsecured revolving credit facility (the "F&G Credit Facility") in an aggregate principal amount of $550 million to be used for working capital and general corporate purposes.

The F&G Credit Agreement matures on the earlier to occur of November 22, 2025 or 91 days prior to May 1, 2025, the stated maturity date of the 5.50% F&G Notes, unless the principal amount of the 5.50% F&G Notes is $150 million or less at such time, the 5.50% F&G Notes have been redeemed or defeased in full, and any refinancing Indebtedness incurred in connection therewith matures at least 91 days after the date that is 3 years from the Effective Date, as defined in the F&G Credit Agreement, or certain other conditions are met. Revolving loans under the F&G Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate”, or (c) the sum of one percent plus Term The Secured Overnight Financing Rate (“SOFR”) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G. On February 21, 2023, F&G amended the F&G Credit Agreement with the Lenders and the Administrative Agent, swing line lender and issuing bank. The amendment to the F&G Credit Agreement increased the aggregate principal amount of commitments under the F&G Credit Facility by $115 million to $665 million.

On September 17, 2021, we completed our underwritten public offering of $450 million aggregate principal amount of our 3.20% Notes, pursuant to our registration statement on Form S-3 ASR (File No. 333-239002) and the related prospectus supplement. The net proceeds from the registered offering of the 3.20% Notes were approximately $443 million, after deducting underwriting discounts, commissions and offering expenses. We plan to use the net proceeds from the offering for general corporate purposes.

On October 29, 2020, we entered into the Fifth Restated Credit Agreement for our Amended Revolving Credit Facility with Bank of America, N.A., as administrative agent and the other agents party thereto. Among other changes, the Fifth Restated Credit Agreement amends the Fourth Restated Credit Agreement to extend the maturity date from April 27, 2022 to October 29, 2025. The material terms of the Fourth Restated Credit Agreement are set forth in our Annual Report on Form 10-K for the year ended December 31, 2019. As of September 30, 2023, there was no principal outstanding, $2 million of unamortized debt issuance costs, and $800 million of available borrowing capacity under the Revolving Credit Facility.

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On September 15, 2020, we completed our underwritten public offering of $600 million aggregate principal amount of our 2.45% Notes due March 15, 2031 (the "2.45% Notes") pursuant to an effective registration statement filed with the SEC. The net proceeds from the registered offering of the 2.45% Notes were approximately $593 million, after deducting underwriting discounts and commissions and offering expenses. We used the net proceeds from the offering (i) to repay all our $260 million outstanding indebtedness under the Term Loan, and (ii) for general corporate purposes.

On June 12, 2020, we completed our underwritten public offering of $650 million aggregate principal amount of the 3.40% Notes due June 15, 2030 (the “3.40% Notes”) pursuant to an effective registration statement filed with the SEC. The net proceeds from the registered offering of the 3.40% Notes were approximately $642 million, after deducting underwriting discounts, and commissions and offering expenses. We used the net proceeds from the offering (i) to repay $640 million of the outstanding principal amount under the Term Loan, and (ii) for general corporate purposes.

On June 1, 2020, as a result of the F&G acquisition, we assumed $550 million aggregate principal amount of 5.50% senior notes due 2025 (the "5.50% F&G Notes"), originally issued on April 20, 2018 at 99.5% of face value for proceeds of $547 million.

On August 13, 2018, we completed an offering of $450 million in aggregate principal amount of 4.50% notes due August 2028 (the "4.50% Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 4.50% Notes were priced at 99.252% of par to yield 4.594% annual interest. We pay interest on the 4.50% Notes semi-annually on the 15th of February and August, beginning February 15, 2019. The 4.50% Notes contain customary covenants and events of default for investment grade public debt, which primarily relate to failure to make principal or interest payments. On May 16, 2019, we completed an offering to exchange the 4.50% Notes for substantially identical notes registered pursuant to Rule 424 under the Securities Act of 1933 (the "4.50% Notes Exchange"). There were no material changes to the terms of the 4.50% Notes as a result of the 4.50% Notes Exchange and all holders of the 4.50% Notes accepted the offer to exchange.

Gross principal maturities of notes payable at September 30, 2023 are as follows:

	(In millions)
2023 (remaining)	$	515
2024	—
2025	550
2026	—
2027	—
Thereafter	2,650
	$	3,715

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Note P — Market Risk Benefits

The following table presents the balances of and changes in MRBs associated with FIAs and fixed rate annuities for the nine months ended September 30, 2023 and the years ended December 31, 2022 and December 31, 2021:

	September 30, 2023				December 31, 2022				December 31, 2021
	FIA		Fixed rate annuities		FIA		Fixed rate annuities		FIA		Fixed rate annuities
	(Dollars in millions)
Balance, beginning of period, net liability	$	164	$	1	$	426	$	2	$	478	$	1
Balance, beginning of period, before effect of changes in the instrument-specific credit risk	$	102	$	1	$	280	$	1	$	320	$	1
Issuances and benefit payments	(12)		—		(21)		—		(9)		—
Attributed fees collected and interest accrual	93		—		107		1		99		1
Actual policyholder behavior different from expected	20		—		43		—		(22)		—
Changes in assumptions and other	18		—		(76)		—		—		—
Effects of market related movements	(133)		—		(231)		(1)		(108)		(1)
Balance, end of period, before effect of changes in the instrument-specific credit risk	$	88	$	1	$	102	$	1	$	280	$	1
Effect of changes in the instrument-specific credit risk	71		—		62		—		146		1
Balance, end of period, net liability	$	159	$	1	$	164	$	1	$	426	$	2
Weighted-average attained age of policyholders weighted by total AV (years)	68.34		72.78		68.59		72.88		68.95		73.10
Net amount at risk	$	896	$	2	$	952	$	3	$	1,304	$	4

The following table reconciles MRBs by amounts in an asset position and amounts in a liability position to the MRBs amounts in the accompanying unaudited Condensed Consolidated Balance Sheets:

	September 30, 2023						December 31, 2022						December 31, 2021
	Asset		Liability		Net		Asset		Liability		Net		Asset		Liability		Net
	(In millions)
FIA	$	118	$	277	$	159	$	117	$	281	$	164	$	41	$	467	$	426
Fixed rate annuities	—		1		1		—		1		1		—		2		2
Total	$	118	$	278	$	160	$	117	$	282	$	165	$	41	$	469	$	428

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The net MRB liability decreased for the nine months ended September 30, 2023, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, partially offset by attributed fees collected, increases as a result of actual policyholder behavior different than expected and changes in assumptions and other as discussed below.

For the nine months ended September 30, 2023, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase to risk-free rates leading to a favorable change in the MRBs associated with FIA and fixed rate annuities; increases in the equity market related projections resulting in a decrease in the net amount at risk associated with FIAs, leading to a favorable change in the value of the associated MRBs; and F&G’s credit spread decreased, leading to a corresponding unfavorable change in the MRBs associated with both FIA and fixed rate annuities.

In addition, the cash flow assumptions used to calculate MRBs reflect the Company’s best estimates for policyholder behavior. F&G reviews cash flow assumptions annually, generally in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised several assumptions relating to F&G's deferred annuities (FIA and fixed rate annuities) with MRBs including surrender rates, partial withdrawal rates, mortality improvement, and option budgets. All updates to these assumptions brought F&G more in line with Company and overall industry experience since the prior assumption update. These updates, in total, led to an increase in the net MRB liability during the nine months ended September 30, 2023.

The net MRB liability decreased for the year ended December 31, 2022, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and changes in assumptions and other as discussed below, partially offset by attributed fees collected and increases as a result of actual policyholder behavior different than expected.

For the year ended December 31, 2022, notable changes made to the inputs to the fair value estimates of MRBs calculations included a significant increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities; decreases in the equity markets resulting in an increase in the net amount at risk associated with FIAs, leading to an unfavorable change in the value of the associated MRBs; and volatility indices increased, leading to an unfavorable change in the MRBs associated with FIAs.

Cash flow assumptions for mortality and full and partial surrenders were unchanged during the annual third quarter review in 2022. The GMWB utilization assumption was revised in the second quarter of 2022 to reflect additional internal and industry experience for the first several contract years. This assumption update led to a decrease in the net MRB liability. In addition, F&G’s credit spread increased during 2022, leading to a corresponding decrease in the net MRB liability. Credit spreads on the block of business remain lower than the at-issue or at-purchase credit spreads, but the level has decreased since the beginning of 2022.

The net MRB liability decreased for the year ended December 31, 2021, primarily as a result of the effects of market related movements, including the impact of higher risk-free rates, and decreases as a result of actual policyholder behavior different than expected, partially offset by attributed fees collected.

For the year ended December 31, 2021, notable changes made to the inputs to the fair value estimates of MRBs calculations included a moderate increase to risk-free rates leading to a favorable change in the MRBs associated with both FIA and fixed rate annuities and increases in the equity markets resulting in a decrease in the net amount at risk associated with FIAs, leading to a favorable change in the value of the associated MRBs.

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Note Q — Contractholder Funds

The following tables summarize balances of and changes in contractholder funds’ account balances:

	September 30, 2023
	FIA			Fixed rate annuities			Universal Life			FABN (b)		FHLB (b)
	(Dollars in millions)
Balance, beginning of year	$	24,766		$	9,358		$	2,112		$	2,613	$	1,982
Issuances	3,546			3,322			148			—		871
Premiums received	75			1			279			—		—
Policy charges (a)	(130)			—			(191)			—		—
Surrenders and withdrawals	(1,378)			(799)			(68)			—		—
Benefit payments	(389)			(176)			(21)			(41)		(538)
Interest credited	157			286			43			40		43
Other	20			(2)			—			(1)		—
Balance, end of year	$	26,667		$	11,990		$	2,302		$	2,611	$	2,358
Embedded derivative adjustment (c)	(286)			—			47			—		—
Gross Liability, end of period	$	26,381		$	11,990		$	2,349		$	2,611	$	2,358
Less: Reinsurance	(17)			(5,963)			(910)			—		—
Net Liability, after Reinsurance	$	26,364		$	6,027		$	1,439		$	2,611	$	2,358
Weighted-average crediting rate	0.81		%	3.62		%	2.65		%	N/A		N/A
Net amount at risk (d)	N/A			N/A			56,869			N/A		N/A
Cash surrender value (e)	24,337			11,480			1,810			N/A		N/A

(a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance.

(b) FABN and FHLB are considered funding agreements that are investment contracts, which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials.

(c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives.

(d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date.

(e) These amounts are gross of reinsurance

	December 31, 2022
	FIA			Fixed rate annuities			Universal Life			FABN (b)		FHLB (b)
	(Dollars in millions)
Balance, beginning of year	$	21,997		$	6,367		$	1,907		$	1,904	$	1,543
Issuances	4,462			3,758			167			700		1,192
Premiums received	106			3			295			—		—
Policy charges (a)	(166)			(1)			(209)			—		—
Surrenders and withdrawals	(1,322)			(797)			(74)			—		—
Benefit payments	(485)			(192)			(22)			(35)		(789)
Interest credited	198			220			48			45		36
Other	(24)			—			—			(1)		—
Balance, end of year	$	24,766		$	9,358		$	2,112		$	2,613	$	1,982
Embedded derivative adjustment (c)	(343)			—			15			—		—
Gross Liability, end of period	$	24,423		$	9,358		$	2,127		$	2,613	$	1,982
Less: Reinsurance	(17)			(3,723)			(947)			—		—
Net Liability, after Reinsurance	$	24,406		$	5,635		$	1,180		$	2,613	$	1,982
Weighted-average crediting rate	0.85		%	2.84		%	2.39		%	N/A		N/A
Net amount at risk (d)	N/A			N/A			53,348			N/A		N/A
Cash surrender value (e)	188			5,992			1,698			N/A		N/A

(a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance.

(b) FABN and FHLB are considered funding agreements that are investment contracts, which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials.

(c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives.

63

(d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date.

(e) These amounts are gross of reinsurance

	December 31, 2021
	FIA			Fixed rate annuities			Universal Life			FABN (b)		FHLB (b)
	(Dollars in millions)
Balance, beginning of year	$	18,703		$	5,142		$	1,696		$	—	$	1,203
Issuances	4,400			1,743			114			1,899		759
Premiums received	103			3			233			—		—
Policy charges (a)	(148)			(1)			(167)			—		—
Surrenders and withdrawals	(1,303)			(543)			(68)			—		—
Benefit payments	(440)			(145)			(19)			(7)		(447)
Interest credited	686			167			118			12		30
Other	(4)			1			—			—		(2)
Balance, end of year	$	21,997		$	6,367		$	1,907		$	1,904	$	1,543
Embedded derivative adjustment (c)	603			—			74			—		—
Gross Liability, end of period	$	22,600		$	6,367		$	1,981		$	1,904	$	1,543
Less: Reinsurance	(17)			(1,692)			(984)			—		—
Net Liability, after Reinsurance	$	22,583		$	4,675		$	997		$	1,904	$	1,543
Weighted-average crediting rate	3.43		%	2.94		%	6.77		%	N/A		N/A
Net amount at risk (d)	N/A			N/A			41,326			N/A		N/A
Cash surrender value (e)	20,455			5,992			1,572			N/A		N/A

(a) Contracts included in the contractholder funds are generally charged a premium and/or monthly assessments on the basis of the account balance.

(b) FABN and FHLB are considered funding agreements that are investment contracts, which follow the interest method of accounting, and therefore are not subject to ASU 2018-12 disclosure requirements. However, the Company has elected to present the liability for these agreements within the disaggregated roll forward as we believe it will provide meaningful information for users of the financials.

(c) The embedded derivative adjustment reconciles the account balance to the gross GAAP liability and represents the combination of the host contract and the fair value of the embedded derivatives.

(d) For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date.

(e) These amounts are gross of reinsurance

The following table reconciles contractholder funds’ account balances to the contractholder funds liability in the accompanying unaudited Condensed Consolidated Balance Sheets:

	September 30, 2023		December 31, 2022		December 31, 2021
	(In millions)
FIA	$	26,381	$	24,423	$	22,600
Fixed rate annuities	11,990		9,358		6,367
Immediate annuities	313		332		352
Universal life	2,349		2,127		1,981
Traditional life	5		5		5
Funding Agreement-FABN	2,611		2,613		1,904
FHLB	2,358		1,982		1,543
PRT	4		3		1
Total	$	46,011	$	40,843	$	34,753

Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees. During the third quarter of 2023 and for the nine months ended September 30, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder behavior. These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $23 million for the three months ended September 30, 2023 and an increase of approximately $74 million for the nine months ended September 30, 2023.

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The following tables present the account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between rates being credited to policyholders and the respective guaranteed minimums:

	September 30, 2023
Range of guaranteed minimum crediting rate	At Guaranteed Minimum		1 Basis Point-50 Basis Points Above		51 Basis Points-150 Basis Points Above		Greater Than 150 Basis Points Above		Total
FIA	(In millions)
0.00%-1.50%	$	24,130	$	773	$	400	$	893	$	26,196
1.51%-2.50%	133		—		1		—		134
Greater than 2.50%	335		—		2		—		337
Total	$	24,598	$	773	$	403	$	893	$	26,667
Fixed Rate Annuities
0.00%-1.50%	$	23	$	28	$	1,714	$	8,863	$	10,628
1.51%-2.50%	7		13		26		385		431
Greater than 2.50%	917		2		4		8		931
Total	$	947	$	43	$	1,744	$	9,256	$	11,990
Universal Life
0.00%-1.50%	$	1,897	$	4	$	—	$	20	$	1,921
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	356		23		2		—		381
Total	$	2,253	$	27	$	2	$	20	$	2,302

	December 31, 2022
Range of guaranteed minimum crediting rate	At Guaranteed Minimum		1 Basis Point-50 Basis Points Above		51 Basis Points-150 Basis Points Above		Greater Than 150 Basis Points Above		Total
FIA	(In millions)
0.00%-1.50%	$	22,848	$	801	$	410	$	151	$	24,210
1.51%-2.50%	162		—		1		—		163
Greater than 2.50%	390		—		3		—		393
Total	$	23,400	$	801	$	414	$	151	$	24,766
Fixed Rate Annuities
0.00%-1.50%	$	10	$	32	$	1,871	$	6,379	$	8,292
1.51%-2.50%	9		14		30		1		54
Greater than 2.50%	997		4		4		7		1,012
Total	$	1,016	$	50	$	1,905	$	6,387	$	9,358
Universal Life
0.00%-1.50%	$	1,701	$	3	$	—	$	17	$	1,721
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	346		44		1		—		391
Total	$	2,047	$	47	$	1	$	17	$	2,112

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	December 31, 2021
Range of guaranteed minimum crediting rate	At Guaranteed Minimum		1 Basis Point-50 Basis Points Above		51 Basis Points-150 Basis Points Above		Greater Than 150 Basis Points Above		Total
FIA	(In millions)
0.00%-1.50%	$	20,162	$	803	$	388	$	—	$	21,353
1.51%-2.50%	171		11		25		—		207
Greater than 2.50%	431		3		3		—		437
Total	$	20,764	$	817	$	416	$	—	$	21,997
Fixed Rate Annuities
0.00%-1.50%	$	2	$	28	$	1,928	$	3,219	$	5,177
1.51%-2.50%	9		15		37		1		62
Greater than 2.50%	954		142		25		7		1,128
Total	$	965	$	185	$	1,990	$	3,227	$	6,367
Universal Life
0.00%-1.50%	$	1,486	$	2	$	—	$	13	$	1,501
1.51%-2.50%	—		—		—		—		—
Greater than 2.50%	359		46		1		—		406
Total	$	1,845	$	48	$	1	$	13	$	1,907

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Note R — Future Policy Benefits

The following table summarizes balances and changes in the present value of expected net premiums and the present value of the expected FPB for nonparticipating traditional contracts:

	September 30, 2023		December 31, 2022		December 31, 2021
Expected net premiums	(Dollars in millions)
Balance, beginning of year	$	797	$	1,020	$	1,152
Beginning balance at original discount rate	974		1,045		1,131
Effect of actual variances from expected experience	6		33		25
Balance adjusted for variances from expectation	980		1,078		1,156
Interest accrual	14		20		22
Net premiums collected	(89)		(124)		(133)
Ending Balance at original discount rate	905		974		1,045
Effect of changes in discount rate assumptions	(196)		(177)		(25)
Balance, end of year	$	709	$	797	$	1,020
Expected FPB
Balance, beginning of year	$	2,151	$	2,772	$	3,105
Beginning balance at original discount rate	2,665		2,806		2,995
Effect of actual variances from expected experience	(16)		13		(14)
Balance adjusted for variances from expectation	2,649		2,819		2,981
Interest accrual	42		59		62
Benefits payments	(152)		(213)		(237)
Ending Balance at original discount rate	2,539		2,665		2,806
Effect of changes in discount rate assumptions	(558)		(514)		(34)
Balance, end of year	$	1,981	$	2,151	$	2,772
Net liability for future policy benefits	$	1,272	$	1,354	$	1,752
Less: Reinsurance recoverable	463		612		749
Net liability for future policy benefits, after reinsurance recoverable	$	809	$	742	$	1,003
Weighted-average duration of liability for future policyholder benefits (years)	7.36		7.58		8.54

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The following tables summarize balances and changes in the present value of the expected FPB for limited-payment contracts:

	September 30, 2023
	Immediate annuities		PRT
	(Dollars in millions)
Balance, beginning of year	$	1,429	$	2,165
Beginning balance at original discount rate	1,858		2,475
Effect of changes in cash flow assumptions	—		(7)
Effect of actual variances from expected experience	(13)		4
Balance adjusted for variances from expectation	1,845		2,472
Issuances	17		1,237
Interest accrual	42		79
Benefits payments	(96)		(183)
Ending Balance at original discount rate	1,808		3,605
Effect of changes in discount rate assumptions	(495)		(453)
Balance, end of year	$	1,313	$	3,152
Net liability for future policy benefits	$	1,313	$	3,152
Less: Reinsurance recoverable	110		—
Net liability for future policy benefits, after reinsurance recoverable	$	1,203	$	3,152
Weighted-average duration of liability for future policyholder benefits (years)	12.47		8.23

	December 31, 2022
	Immediate annuities		PRT
	(Dollars in millions)
Balance, beginning of year	$	1,954	$	1,148
Beginning balance at original discount rate	1,935		1,151
Effect of changes in cash flow assumptions	—		(20)
Effect of actual variances from expected experience	(26)		2
Balance adjusted for variances from expectation	$	1,909	$	1,133
Issuances	26		1,418
Interest accrual	60		50
Benefits payments	(137)		(126)
Ending Balance at original discount rate	$	1,858	$	2,475
Effect of changes in discount rate assumptions	(429)		(310)
Balance, end of year	$	1,429	$	2,165
Net liability for future policy benefits	$	1,429	$	2,165
Less: Reinsurance recoverable	118		—
Net liability for future policy benefits, after reinsurance recoverable	$	1,311	$	2,165
Weighted-average duration of liability for future policyholder benefits (years)	11.76		8.09

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	December 31, 2021
	Immediate annuities		PRT
	(Dollars in millions)
Balance, beginning of year	$	2,153	$	—
Beginning balance at original discount rate	2,040		—
Effect of actual variances from expected experience	(47)		—
Balance adjusted for variances from expectation	$	1,993	$	—
Issuances	18		1,155
Interest accrual	60		2
Benefits payments	(136)		(6)
Ending Balance at original discount rate	$	1,935	$	1,151
Effect of changes in discount rate assumptions	19		(3)
Balance, end of year	$	1,954	$	1,148
Net liability for future policy benefits	$	1,954	$	1,148
Less: Reinsurance recoverable	145		—
Net liability for future policy benefits, after reinsurance recoverable	$	1,809	$	1,148
Weighted-average duration of liability for future policyholder benefits (years)	13.61		8.75

The following tables summarize balances and changes in the liability for DPL for limited-payment contracts:

	September 30, 2023				December 31, 2022				December 31, 2021
	Immediate annuities		PRT		Immediate annuities		PRT		Immediate annuities		PRT
					(In millions)
Balance, beginning of year	$	69	$	4	$	57	$	7	$	22	$	—
Effect of modeling changes	4				—		—		—		—
Effect of changes in cash flow assumptions	—		—		—		(2)		—		—
Effect of actual variances from expected experience	10		1		16		—		39		—
Balance adjusted for variances from expectation	83		5		73		5		61		—
Issuances	2		—		1		—		$	—	$	7
Interest accrual	2		—		2		—		2		—
Amortization	(5)		(1)		(7)		(1)		(6)		—
Balance, end of year	$	82	$	4	$	69	$	4	$	57	$	7

The following table reconciles the net FPB to the FPB in the unaudited Condensed Consolidated Balance Sheets. The DPL for Immediate Annuities and PRT is presented together with the FPB in the unaudited Condensed Consolidated Balance Sheets and has been included as a reconciling item in the table below:

	September 30, 2023		December 31, 2022		December 31, 2021
	(In millions)
Traditional Life	$	1,272	$	1,354	$	1,752
Immediate annuities	1,313		1,429		1,954
PRT	3,152		2,165		1,148
Immediate annuities DPL	82		69		57
PRT DPL	4		4		7
Total	$	5,823	$	5,021	$	4,918

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The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses for nonparticipating traditional and limited-payment contracts:

	Undiscounted				Discounted
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Traditional Life	(In millions)
Expected future benefit payments	$	2,996	$	3,146	$	1,984	$	2,646
Expected future gross premiums	1,116		1,209		772		1,060
Immediate annuities
Expected future benefit payments	$	3,227	$	3,472	$	1,313	$	1,883
Expected future gross premiums	—		—		—		—
PRT
Expected future benefit payments	$	5,445	$	3,191	$	3,605	$	2,255
Expected future gross premiums	—		—		—		—

The following table summarizes the amount of revenue and interest related to nonparticipating traditional and limited-payment contracts recognized in the unaudited Condensed Consolidated Statements of Earnings:

	Gross Premiums (a)				Interest Expense (b)
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Traditional Life	$	94	$	104	$	28	$	29
Immediate annuities	18		20		42		45
PRT	1,207		1,125		79		31
Total	$	1,319	$	1,249	$	149	$	105

(a) Included in Life insurance premiums and other fees on the Condensed Consolidated Statements of Earnings.

(b) Included in Benefits and other changes in policy reserves (remeasurement gains (losses) (a)) on the Condensed Consolidated Statements of Earnings.

The following table presents the weighted-average interest rate:

	September 30, 2023		December 31, 2022		December 31, 2021
Traditional Life
Interest accretion rate	2.33	%	2.32	%	2.29	%
Current discount rate	4.63	%	5.37	%	2.41	%
Immediate annuities
Interest accretion rate	3.14	%	3.07	%	3.04	%
Current discount rate	5.74	%	5.21	%	3.07	%
PRT
Interest accretion rate	4.24	%	3.20	%	1.20	%
Current discount rate	6.03	%	5.40	%	2.79	%

The following tables summarize the actual experience and expected experience for mortality and lapses of the FPB:

	September 30, 2023
	Traditional Life		Immediate annuities		PRT
Mortality
Actual experience	1.7	%	3.0	%	1.9	%
Expected experience	1.4	%	1.6	%	2.2	%
Lapses
Actual experience	—	%	—	%	—	%
Expected experience	0.3	%	—	%	—	%

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	December 31, 2022
	Traditional Life		Immediate annuities		PRT
Mortality
Actual experience	1.5	%	3.0	%	1.9	%
Expected experience	1.3	%	1.9	%	2.5	%
Lapses
Actual experience	—	%	—	%	—	%
Expected experience	0.3	%	—	%	—	%

	December 31, 2021
	Traditional Life		Immediate annuities		PRT
Mortality
Actual experience	1.7	%	4.2	%	—	%
Expected experience	1.3	%	2.0	%	—	%
Lapses
Actual experience	0.1	%	—	%	—	%
Expected experience	0.3	%	—	%	—	%

The following table provides additional information for periods in which a cohort has an NPR > 100% (and; therefore, capped at 100%) (dollars in millions):

	September 30, 2023				December 31, 2022
	Cohort X			Description	Cohort X			Description
Net Premium Ratio before capping	100		%	Term with ROP Non-NY Cohort	100		%	Term with ROP Non-NY Cohort
Reserves before NP Ratio capping	$	1,117		Term with ROP Non-NY Cohort	$	1,172		Term with ROP Non-NY Cohort
Reserves after NP Ratio capping	$	1,117		Term with ROP Non-NY Cohort	$	1,173		Term with ROP Non-NY Cohort
Loss Expense	$	—		Term with ROP Non-NY Cohort	$	—		Term with ROP Non-NY Cohort

F&G realized actual-to-expected experience variances and made changes to assumptions during the nine months ended September 30, 2023 and the year ended December 31, 2022 as follows:

Traditional life

Significant assumption inputs to the calculation of the FPB for traditional life include mortality, lapses (including lapses due to nonpayment of premium and surrenders for cash surrender value), and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. In 2023, F&G undertook a review of all significant assumptions and revised the lapse assumption, resulting in a slight decrease to the FPB. There have been no other significant changes.

Market data that underlies current discount rates was updated in the first nine months of 2023 from that utilized in 2022 resulting in increased discount rates that drove a material decrease to the FPB.

In 2022, F&G similarly undertook a review in the third quarter of the significant cash flow assumptions and did not make any changes to mortality or lapses.

Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected net premiums and expected FPBs due to discount rate changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

Immediate annuities (life contingent)

Significant assumption inputs to the calculation of the FPB for immediate annuities (life contingent) include mortality and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. Market data that underlies current discount rates was updated in the first nine months of 2023 from that utilized in 2022, resulting in decreased discount rates that drove a material increase to the FPB.

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In 2022, F&G similarly undertook a review of the significant cash flow assumptions and did not make any changes to mortality. Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

PRT (life contingent)

Significant assumption inputs to the calculation of the FPB for PRT (life contingent) include mortality and discount rates (both accretion and current). We review the cash flow assumptions annually, typically in the third quarter. Market data that underlies current discount rates was updated in the first nine months of 2023 from 2022 resulting in decreased discount rates that drove a material increase to the FPB.

In 2022, F&G similarly undertook a review of the significant cash flow assumption and did not make any changes to mortality. Market data that underlies current discount rates was updated from 2021 and increased significantly year-over-year, resulting in a material decrease to the FPB. Impacts to expected FPBs due to assumption changes in 2022 can be observed in the FPB roll forward tables at December 31, 2022.

Premium deficiency testing

F&G conducts annual premium deficiency testing for its long-duration contracts except for the FPB for nonparticipating traditional and limited-payment contracts. F&G also conducts annual premium deficiency testing for the VOBA of all long-duration contracts. Premium deficiency testing is performed by reviewing assumptions used to calculate the insurance liabilities and determining whether the sum of the existing contract liabilities and the present value of future gross premiums is sufficient to cover the present value of future benefits to be paid to or on behalf of policyholders and settlement costs and recover unamortized present value of future profits. Anticipated investment income, based on F&G’s experience, is considered when performing premium deficiency testing for long-duration contracts. During 2023 and 2022, F&G was not required to establish any additional liabilities as a result of premium deficiency testing.

Note S — ASU 2018-12 Transition

We adopted ASU 2018-12 on January 1, 2023 with a transition date of January 1, 2021, or the beginning of the earliest period that will be presented in the annual December 31, 2023 Consolidated Financial Statements. We elected to adopt ASU 2018-12 using the full retrospective transition method and balances for FPB, DAC and balances amortized on a basis consistent with DAC (VOBA, DSI, and URL), and MRBs were adjusted to conform to ASU 2018-12 starting as of the F&G acquisition date, June 1, 2020. No hindsight was used for the full retrospective adoption of MRBs. As a result of adoption, the Company recorded a cumulative-effect adjustment, which increased opening 2021 retained earnings by $75 million, net of tax.

The following table summarizes the balance of and changes in the FPB on January 1, 2021 due to adoption of ASU 2018-12:

	Immediate annuities		Traditional Life		Total (3)
	(In millions)
Balance, December 31, 2020	$	1,861	$	2,144	$	4,005
Cumulative effect of retrospective adoption (1)	201		(279)		(78)
Effect of remeasurement of liability at current discount rate (2)	113		88		201
Balance, January 1, 2021	$	2,175	$	1,953	$	4,128
Less: Reinsurance Recoverable	322		793		1,115
Balance, January 1, 2021, net of reinsurance	$	1,853	$	1,160	$	3,013
(1) Adjustments for the cumulative effect of adoption of the new measurement guidance under the full retrospective method for contract issue years from the FNF Acquisition Date through December 31, 2020, net of the effects of any change in the DPL.
(2) The remeasurement of the liability at the current discount rate is reflected as an adjustment to opening AOCI upon the adoption of ASU 2018-12.
(3) PRT was not written as of the transition date, January 1, 2021, and as a result is not presented in the transition adjustment roll forward.

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The following table summarizes the balance of and changes in VOBA on January 1, 2021 due to adoption of ASU 2018-12:

	FIA		Fixed rate annuities		Immediate annuities		Universal Life		Traditional Life		Total
	(In millions)
Balance, December 31, 2020	$	1,208	$	15	$	86	$	139	$	18	$	1,466
Adjustment for reversal of AOCI adjustments (1)	208		24		—		29		(29)		232
Cumulative effect of retrospective adoption (2)	(14)		7		(5)		(9)		(1)		(22)
Transition opening balance adjustment	69		2		145		5		43		264
Balance, January 1, 2021	$	1,471	$	48	$	226	$	164	$	31	$	1,940
(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.
(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF acquisition date through December 31, 2020.
(3) Adjustments for the change in VOBA due to the full retrospective adjustment of carrying amounts of acquired contracts as of the FNF Acquisition Date due to the adoption of ASU 2018-12.

The following table summarizes the balance of and changes in DAC on January 1, 2021 due to adoption of ASU 2018-12:

	FIA		Fixed rate annuities		Universal Life		Total
	(In millions)
Balance, December 31, 2020	$	167	$	14	$	41	$	222
Adjustment for reversal of AOCI adjustments (1)	15		2		8		25
Cumulative effect of retrospective adoption (2)	(1)		—		(1)		(2)
Balance, January 1, 2021	$	181	$	16	$	48	$	245
(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.
(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF acquisition date through December 31, 2020.

The following table summarizes the balance of and changes in DSI on January 1, 2021 due to adoption of ASU 2018-12:

	FIA		Total
	(In millions)
Balance, December 31, 2020	$	36	$	36
Adjustment for reversal of AOCI adjustments (1)	5		5
Cumulative effect of retrospective adoption (2)	4		4
Balance, January 1, 2021	$	45	$	45
(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.
(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF acquisition date through December 31, 2020.

The following table summarizes the balance of and changes in URL on January 1, 2021 due to adoption of ASU 2018-12:

	Universal Life		Total
	(In millions)
Balance, December 31, 2020	$	2	$	2
Adjustment for reversal of AOCI adjustments (1)	25		25
Cumulative effect of retrospective adoption (2)	2		2
Balance, January 1, 2021	$	29	$	29
(1) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.
(2) Adjustments for the cumulative effect of adoption of the simplified amortization methodology under the full retrospective method for contract issue years from the FNF acquisition date through December 31, 2020.

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The following table summarizes the balance of and changes in the asset and liability position of MRBs on January 1, 2021 due to adoption of ASU 2018-12:

	FIA		Fixed rate annuities		Total
	(In millions)
Balance, December 31, 2020 - Carrying amount of MRBs under prior guidance (1)	$	531	$	—	$	531
Adjustment for reversal of AOCI adjustments (2)	(116)		—		(116)
Cumulative effect of the changes in the instrument-specific credit risk between the original contract issuance date and the transition date (3)	159		—		159
Remaining cumulative difference (exclusive of the instrument specific credit risk change) between December 31, 2020 carrying amount and fair value measurement for the MRBs (4)	(96)		1		(95)
Balance, January 1, 2021 - Market risk benefits at fair value	$	478	$	1	$	479
Less: Reinsurance Recoverable	—		—		—
Balance, January 1, 2021, net of reinsurance	$	478	$	1	$	479
(1) The pre-adoption balance as of December 31, 2020 balance for MRBs represents the contract features that meet the definition of an MRB under ASU 2018-12 and the related carrying amount of those features prior to the ASU. Those contract features were previously accounted for at fair value as a derivative or embedded derivative under ASC 815 or as an additional liability for annuitization benefits or death or other insurance benefits under ASC 944.
(2) Prior period "shadow" adjustments in AOCI have been reversed upon the adoption of ASU 2018-12 from opening AOCI.
(3) The cumulative effective of the change in instrument-specific credit risk between the FNF Acquisition Date or, if later, the original contract issuance date and the transition date to ASU 2018-12, which is recorded as an adjustment to opening AOCI.
(4) The cumulative difference (exclusive of instrument-specific credit risk change) between the pre-adoption carrying amount and the fair value measurement for MRBs is recorded as an adjustment to opening retained earnings.

The following table presents the effect of transition adjustments on Equity on January 1, 2021 due to the adoption of ASU 2018-12:

	January 1, 2021
	Retained Earnings		AOCI
	(In millions)
Contractholder funds	$	101	$	115
MRB	30		(160)
FPB	(14)		(159)
VOBA	(21)		233
DAC	(1)		5
Increase to Equity, gross of tax	$	95	$	34
Tax impact	20		9
Increase to Equity, net of tax	$	75	$	25

For MRBs, the transition adjustment reflected within the unaudited Condensed Consolidated Statements of Comprehensive Earnings relates to the cumulative effect of changes in the instrument-specific credit risk between contract issue date and transition date. The remaining difference between the fair value and carrying amount of the MRBs at transition, excluding the amounts recorded in the unaudited Condensed Consolidated Statements of Comprehensive Earnings, was recorded as an adjustment to Retained Earnings as of the transition date.

For the FPB, the net transition adjustment is primarily related to the difference in the discount rate used pre-transition and the discount rate at January 1, 2021, partially offset by the removal of provisions for adverse deviation from the cash flow assumptions used in the FPB calculation. At transition, we did not identify any instances, at the cohort level, where net premiums exceeded gross premiums.

Before the adoption of ASU 2018-12, VOBA was amortized consistent with DAC, which was amortized over the lives of the policies in relation to the expected emergence of estimated gross profits (“EGPs”). Based on our historical practice of using consistent amortization methods for VOBA and DAC, we elected to change the amortization method for VOBA associated with fixed rate annuities, FIAs, and IUL/Universal Life products to maintain consistency with the amortization method for DAC. At transition, VOBA associated with these product types is amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Additionally, at transition, shadow adjustments previously recorded in the unaudited Condensed Consolidated Statements of Comprehensive Earnings, consistent with the historic amortization of DAC, have been removed.

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For DAC, DSI and URL, we removed shadow adjustments previously recorded in the unaudited Condensed Consolidated Statements of Comprehensive Earnings for the impact of unrealized gains and losses that were included in the pre-transition expected gross profits amortization calculation as of the transition date.

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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 F&G Distribution on relationships, including employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets and geopolitical uncertainties associated with international conflict; 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, 2022 and other filings with the SEC.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022.

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 15, 2023, estimates (actual for fiscal year 2022) the size of the U.S. residential mortgage originations market as shown in the following table for 2022 - 2025 in its "Mortgage Finance Forecast" (in trillions):

	2025		2024		2023		2022
Purchase transactions	$	1.6	$	1.5	$	1.3	$	1.6
Refinance transactions	$	0.6	$	0.5	$	0.3	$	0.7
Total U.S. mortgage originations forecast	$	2.2	$	2.0	$	1.6	$	2.3

As of October 15, 2023, the MBA expects residential purchase transactions, residential refinance transactions and overall mortgage originations to decrease in 2023 before increasing in 2024 and 2025.

The Federal Reserve raised the benchmark interest rate from near zero as of March 2022 to a range between 5.25% and 5.50% as of September 2023. Average interest rates for a 30-year fixed rate mortgage increased to 7.0% and 6.7% for the three and nine months ended September 30, 2023, as compared to 5.6% and 4.8% for the corresponding periods of 2022. On November 1, 2023, the Federal Reserve held the benchmark interest rate steady at 5.25% to 5.50% .

A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, disrupted labor markets and geopolitical uncertainties associated with international conflicts created some volatility in the residential real estate market in 2022, which has continued into 2023. Existing-home sales decreased 2% in September 2023 as compared to the

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corresponding period in 2022 while median existing-home sales prices increased to $394,300, or approximately 3%, from the corresponding period in 2022.

Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 3.8% and 3.5% in September 2023 and 2022, respectively, which was near the record-low of 3.5% set in February 2020.

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 the first half 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. In the three and nine months ended September 30, 2023, order volumes and fee per file decreased when compared with the prior year period.

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. The rapid rise in mortgage rates and resulting decline in housing affordability has resulted in deviations in seasonality from historical patterns in 2022, which has continued into 2023.

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.

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 in our F&G segment, 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, 2022 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, 2023, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $6.0 billion and 4%, 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, 2022 for a more detailed discussion of interest rate risk.

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Aging of the U.S. Population

We believe that the aging of the U.S. population will increase the demand for our fixed index annuity ("FIA") and indexed universal life ("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 18% in 2023 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. For example, the FIA market grew from nearly $12 billion of sales in 2002 to $79 billion of sales in 2022. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual premiums in 2002 to $3 billion of annual premiums in 2022.

See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022 for a more detailed discussion of industry factors and trends affecting our Results of Operations.

Critical Accounting Policies and Estimates

As a result of the adoption of ASU 2018-12, we have applied the following additional critical accounting policies and estimates in preparing our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report. Other than the following additional critical accounting policies and estimates, which are further described in the Notes to our unaudited Condensed Consolidated Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Item 2 of Part I, there have been no material changes to our critical accounting policies described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022. See Note A Basis of Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional description of certain significant accounting policies that have been followed in preparing our unaudited Condensed Consolidated Financial Statements.

Reserves for Future Policy Benefits and Certain Information on Contractholder Funds

The determination of future policy benefit ("FPB") reserves is dependent on actuarial assumptions. The principal assumptions used to establish liabilities for FPBs are established at issue of the contract and include discount rates, mortality, and cash surrender or policy lapse for our traditional life insurance products. The assumptions used require considerable judgment. We review policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available. Discount rate assumptions are updated at each reporting period and also incorporate changes in risk free rates and option market values. Changes in, or deviations from, the assumptions previously used can significantly affect our reserve levels and related results of operations in a positive or negative direction.

Mortality refers to the incidence of death on covered lives, which triggers contractual death benefit provisions. On our deferred annuities and life insurance products, these provisions may allow for lump sum payments, payments over a period of time, or spousal continuation of the contract. On our life-contingent immediate annuities, the death of a named annuitant or pension risk transfer (“PRT”) certificate holder may trigger the cessation or reduction of future life-contingent payments due, depending on the presence of a joint annuitant/certificate holder and any remaining guaranteed non-life contingent payment periods. We utilize a combination of internal and industry experience when setting our mortality assumptions.

A surrender rate is the percentage of account value surrendered by the policyholder in exchange for receipt of a cash surrender value. A lapse rate is the percentage of account value canceled by us due to nonpayment of premiums required to maintain coverage on our life insurance products. We make estimates of expected full and partial surrenders of our deferred annuity products, based on a combination of internal and industry experience. Management’s best estimate of surrender behavior generally represents a medium-to-long term perspective, as we expect to experience a range of policyholder behavior and market conditions period to period. If actual surrender rates are significantly different from those estimated, such differences could have a significant effect on our reserve levels and related results of operations.

Discount rates refers to the interest rates used to discount future cash flows to the current period to determine a present value. For liability for FPB reserves the discount rate used is based on the yield curve for A-rated corporate bonds as of the valuation date. Changes in the discount rates from the at-issue or at-purchase discount rates flow through other comprehensive income (“OCI”).

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Our aggregate reserves for contractholder funds, FPBs and MRBs on a direct and net basis as of September 30, 2023 and December 31, 2022 are summarized as follows:

	As of September 30, 2023
	Direct		Deposit Asset/ Reinsurance Recoverable		Net
	(In millions)
Fixed indexed annuities (“FIA”)	$	26,659	$	(17)	$	26,642
Fixed rate annuities	11,991		(5,963)		6,028
Single premium immediate annuities (“SPIA”) and other	1,708		(110)		1,598
IUL and other life	3,625		(1,372)		2,253
Funding agreement backed notes ("FABN")	4,969		—		4,969
PRT	3,160		—		3,160
Total	$	52,112	$	(7,462)	$	44,650

	As of December 31, 2022
	Direct		Deposit Asset/ Reinsurance Recoverable		Net
	(In millions)
FIA	$	24,704	$	(16)	$	24,688
Fixed rate annuities	9,360		(3,723)		5,637
SPIA and other	1,829		(118)		1,711
IUL and other life	3,486		(1,560)		1,926
FABN	4,595		—		4,595
PRT	2,172		—		2,172
Total	$	46,146	$	(5,417)	$	40,729

FIA and IUL products contain an embedded derivative; a feature that permits the holder to elect an interest rate return or an equity-index linked component, where interest credited to the contract is linked to the performance of various equity indices. The FIA/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in our accompanying unaudited Condensed Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in our accompanying unaudited Condensed Consolidated Statements of Earnings.

For life-contingent immediate annuity policies (which includes life-contingent PRT annuities), gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (“DPL”). Gross premiums are measured using assumptions consistent with those used in the measurement of the related liability for future policy benefits.

Valuation of Fixed Maturity, Preferred and Equity Securities, and Derivatives and Reinsurance Recoverable

Our investments in fixed maturity securities have been designated as available-for-sale ("AFS") and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included within accumulated other comprehensive income (loss) ("AOCI"), net of deferred income taxes. Our equity securities are carried at fair value with unrealized gains and losses included in net income (loss). Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis.

Management’s assessment of all available data when determining fair value of the AFS securities is necessary to appropriately apply fair value accounting. Management utilizes information from independent pricing services, who take into account perceived market movements and sector news, as well as a security’s terms and conditions, including any features specific to that issue that may influence risk and marketability. Depending on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or additional inputs may be necessary. We generally obtain one value from our primary external pricing service. In situations where a price is not available from the independent pricing service, we may obtain broker quotes or prices from additional parties 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. When quoted prices in active markets are not available, the determination of estimated fair value is based on market standard valuation methodologies, including discounted cash flows, matrix pricing, or other similar techniques.

We validate external valuations at least quarterly through a combination of procedures that include the evaluation of methodologies used by the pricing services, comparisons to valuations from other independent pricing services, analytical reviews and performance analysis of the prices against trends, and maintenance of a securities watch list. See Note C Fair

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Value of Financial Instruments and Note D Investments to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

The fair value of derivative assets and liabilities is based upon valuation pricing models and 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 using a conventional model and market observable inputs, including interest rates, yield curve volatilities and other factors. Credit risk related to the counterparty is considered when estimating the fair values of these derivatives. However, we are largely protected by collateral arrangements with counterparties when individual counterparty exposures exceed certain thresholds. The fair value of futures contracts (specifically for FIA contracts) at the balance sheet date represents the cumulative unsettled variation margin (open trade equity net of cash settlements). The fair values of the embedded derivatives in our FIA and IUL contracts are derived using market value of options, use of current and budgeted option cost, swap rates, mortality rates, surrender rates, partial withdrawals, and non-performance spread and are classified as Level 3. The discount rate used to determine the fair value of our FIA/IUL embedded derivative liabilities includes an adjustment to reflect the risk that these obligations will not be fulfilled (“non-performance risk”). For the nine months ended September 30, 2023 and the year ended December 31, 2022, our non-performance risk adjustment was based on the expected loss due to default in debt obligations for similarly rated financial companies. See Note C Fair Value of Financial Instruments and Note E Derivative Financial Instruments to our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

As discussed in Note L Reinsurance of our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, FGL Insurance entered into a reinsurance agreement with Kubera effective December 31, 2018, to cede certain MYGAs and other fixed rate annuity GAAP and statutory reserves on a coinsurance funds withheld basis, net of applicable existing reinsurance. Effective October 31, 2021, this agreement was novated from Kubera to Somerset. Additionally, FGL Insurance 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 MYGA business on a funds withheld basis. Fair value movements in the funds withheld balances associated with these arrangements create an obligation for FGL Insurance 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 swaps are based on the change in fair value of the underlying assets held in the funds withheld portfolio. Investment results for the assets that support the coinsurance with funds withheld reinsurance arrangement, including gains and losses from sales, are passed directly to the reinsurer pursuant to contractual terms of the reinsurance arrangement. 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 accompanying unaudited Condensed Consolidated Balance Sheets. The related gains or losses are reported in Recognized gains and losses, net on the accompanying unaudited Condensed Consolidated Statements of Earnings.

Market Risk Benefits

MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs include certain contract features primarily on FIA contracts that provide minimum guarantees to policyholders, such as Guaranteed Minimum Death Benefit (“GMDBs”) and Guaranteed Minimum Withdrawal Benefits (“GMWBs”) riders. MRBs are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors.

The principal policyholder behavior assumptions used to calculate MRBs are established at issue of the contract and include mortality, contract full and partial surrenders, and utilization of the GMWB rider benefits. The assumptions used reflect a combination of internal experience, industry experience, and judgment. We review overall policyholder behavior experience at least annually and update these assumptions when deemed necessary based on additional information that becomes available. Changes in, or deviations from, the assumptions previously used can significantly affect our MRBs and related results of operations in a positive or negative direction.

Mortality refers to the incidence of death amongst policyholders on covered lives, which triggers contractual death benefit provisions. These provisions may allow for lump sum payments, payments over a period of time, or spousal continuation of the contract. We utilize a combination of actual internal and industry experience when setting our mortality assumptions.

A surrender rate is the percentage of account value surrendered by the policyholder in exchange for receipt of a cash surrender value. We make estimates of expected full and partial surrenders of our deferred annuity products based on a combination of internal and industry experience. Management’s best estimate of surrender generally represents a medium-to-long term perspective, as we expect to experience a range of policyholder behavior and market conditions period to period. If

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actual surrender rates are significantly different from those estimated, such differences could have a significant effect on our MRBs and related results of operations.

We have been issuing GMWB products since 2008. We make assumptions for policyholder behavior as it relates to GMWB utilization using a higher degree of industry experience and judgment than our other behavioral assumptions because internal experience, which we review annually, is still emerging. If emerging experience deviates from our assumptions on GMWB utilization, it could have a significant effect on MRBs and related results of operations.

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,
	2023		2022		2023		2022
	(In millions)
Revenues:
Direct title insurance premiums	$	524	$	688	$	1,493	$	2,314
Agency title insurance premiums	728		966		1,991		3,268
Escrow, title-related and other fees	1,196		1,371		3,288		3,449
Interest and investment income	686		411		1,915		1,352
Recognized gains and losses, net	(356)		(230)		(367)		(1,375)
Total revenues	2,778		3,206		8,320		9,008
Expenses:
Benefits and other changes in policy reserves	292		570		1,921		396
Personnel costs	734		796		2,166		2,458
Agent commissions	564		747		1,534		2,521
Other operating expenses	380		430		1,134		1,329
Market risk benefit (gains) losses	(49)		(68)		(20)		(187)
Depreciation and amortization	153		126		438		361
Provision for title claim losses	57		74		157		251
Interest expense	44		28		129		89
Total expenses	2,175		2,703		7,459		7,218
Earnings before income taxes and equity in earnings of unconsolidated affiliates	603		503		861		1,790
Income tax expense	141		136		245		494
Equity in earnings of unconsolidated affiliates	15		—		16		16
Net earnings	$	477	$	367	$	632	$	1,312

 Revenues.

Total revenues decreased by $428 million in the three months ended September 30, 2023 and decreased by $688 million in the nine months ended September 30, 2023 compared to the corresponding periods in 2022.

Net earnings increased by $110 million in the three months ended September 30, 2023 and decreased by $680 million in the nine months ended September 30, 2023 compared to the corresponding periods in 2022.

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

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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 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 $141 million and $136 million in the three months ended September 30, 2023 and 2022, respectively, and $245 million and $494 million in the nine months ended September 30, 2023 and 2022, respectively. Income tax expense as a percentage of earnings before income taxes was 23% and 27% in the three months ended September 30, 2023 and 2022, respectively and 28% and 28% in the nine months ended September 30, 2023 and 2022, respectively. The decrease in income tax expense as a percentage of earnings before taxes in the three months ended September 30, 2023 as compared to the corresponding period in 2022 is primarily attributable to an increase in deferred tax asset valuation allowance in 2022, partially offset by an additional increase to deferred tax asset valuation allowance in 2023. The majority of the valuation allowance increase is associated with tax benefits from deferred tax assets related to recognized valuation losses on equity securities that we will not more likely than 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 on adjusted financial statement income and a 1% excise tax on treasury stock repurchases. The effective date of these provisions was 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,
	2023		2022		2023		2022
Revenues:	(In millions)
Direct title insurance premiums	$	524	$	688	$	1,493	$	2,314
Agency title insurance premiums	728		966		1,991		3,268
Escrow, title-related and other fees	577		623		1,629		1,994
Interest and investment income	92		62		252		124
Recognized gains and losses, net	(46)		(48)		(74)		(472)
Total revenues	1,875		2,291		5,291		7,228
Expenses:
Personnel costs	654		725		1,908		2,322
Agent commissions	564		747		1,534		2,521
Other operating expenses	313		372		939		1,178
Depreciation and amortization	39		38		115		105
Provision for title claim losses	57		74		157		251
Total expenses	1,627		1,956		4,653		6,377
Earnings before income taxes and equity in earnings of unconsolidated affiliates	$	248	$	335	$	638	$	851
Orders opened by direct title operations (in thousands)	318		363		973		1,328
Orders closed by direct title operations (in thousands)	224		278		645		1,006
Fee per file (in dollars)	$	3,618	$	3,621	$	3,561	$	3,323

Total revenues for the Title segment decreased by $416 million, or 18%, in the three months ended September 30, 2023 and decreased by $1,937 million, or 27% in the nine months ended September 30, 2023 from the corresponding periods in 2022.

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
	2023		Total		2022		Total		2023		Total		2022		Total
	(Dollars in millions)
Title premiums from direct operations	$	524	42	%	$	688	42	%	$	1,493	43	%	$	2,314	41	%
Title premiums from agency operations	728		58		966		58		1,991		57		3,268		59
Total title premiums	$	1,252	100	%	$	1,654	100	%	$	3,484	100	%	$	5,582	100	%

Title premiums decreased by $402 million, or 24% in the three months ended September 30, 2023 from the corresponding period in 2022. The decrease was comprised of a decrease in Title premiums from direct operations of $164 million, or 24%, and a decrease in Title premiums from agency operations of $238 million, or 25%.

Title premiums decreased by $2,098 million, or 38%, in the nine months ended September 30, 2023 as compared to the corresponding period in 2022. The decrease was comprised of a decrease in Title premiums from direct operations of $821 million, or 35%, and a decrease in Title premiums from agency operations of $1,277 million or 39%.

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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,
	2023		2022		2023		2022
Opened title insurance orders from purchase transactions (1)	80	%	76	%	79	%	70	%
Opened title insurance orders from refinance transactions (1)	20		24		21		30
	100	%	100	%	100	%	100	%
Closed title insurance orders from purchase transactions (1)	80	%	76	%	80	%	66	%
Closed title insurance orders from refinance transactions (1)	20		24		20		34
	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, 2023 from the corresponding period in 2022. 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 volumes from both purchase and refinance transactions in the three and nine months ended September 30, 2023 from the corresponding periods in 2022. Total closed order volume was 224,000 in the three months ended September 30, 2023 compared to 278,000 in the three months ended September 30, 2022 and 645,000 in the nine months ended September 30, 2023 compared to 1,006,000 in the nine months ended September 30, 2022. This represented an overall decrease of 19% and 36% in the three and nine months ended September 30, 2023, respectively, from the corresponding periods in 2022. The decreases were primarily attributable to higher average mortgage interest rates in the three and nine months ended September 30, 2023 when compared to the corresponding periods in 2022.

Total opened title insurance order volume decreased in the three and nine months ended September 30, 2023 from the corresponding periods in 2022. The decreases were attributable to decreased opened title orders from both purchase and refinance transactions.

The average fee per file in our direct operations was $3,618 and $3,561 in the three and nine months ended September 30, 2023, respectively, compared to $3,621 and $3,323 in the three and nine months ended September 30, 2022. The increase in average fee per file in the nine months ended September 30, 2023 reflects an increased proportion of purchase transactions relative to total closed orders compared to the corresponding periods in 2022. 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 $238 million, or 25%, in the three months ended September 30, 2023 and decreased $1,277 million, or 39% in the nine months ended September 30, 2023 from the corresponding period in 2022. 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 $46 million, or 7%, in the three months ended September 30, 2023 and decreased $365 million or 18% in the nine months ended September 30, 2023 from the corresponding periods in 2022. Escrow fees decreased by $28 million, or 12%, in the three months ended September 30, 2023 and $208 million, or 26% in the nine months ended September 30, 2023 from the corresponding periods in 2022. The decreases in the three and nine month periods were primarily attributable to the 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 $18 million, or 5%, in the three months ended September 30, 2023 and decreased by $157 million, or 13% in the nine months ended September 30, 2023 from the corresponding periods in 2022. The decreases in Other fees 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 $30 million, or 48%, in the three months ended September 30, 2023 and increased $128 million, or 103% in the nine months ended September 30, 2023 from the corresponding

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periods in 2022. The increases 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 period in 2022.

Net recognized losses were $46 million and $48 million in the three months ended September 30, 2023 and 2022, respectively. Net recognized losses were $74 million and $472 million in the nine months ended September 30, 2023 and 2022, respectively. The variations in recognized gains and losses, net in the three and nine months ended September 30, 2023 compared to the corresponding periods in 2022 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 $71 million, or 10%, in the three months ended September 30, 2023 and decreased $414 million, or 18% in the nine months ended September 30, 2023 compared to the corresponding periods in 2022. The decreases are due to lower average head count in the 2023 periods in response to the decline in title orders. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 59% and 55% for the three months ended September 30, 2023 and 2022, respectively, and 61% and 54% for the nine months ended September 30, 2023 and 2022, respectively. Average employee count in the Title segment was 21,486 and 24,485 in the three months ended September 30, 2023 and 2022, respectively, and 21,510 and 25,914 in the nine months ended September 30, 2023 and 2022, respectively.

Other operating expenses decreased by $59 million, or 16%, in the three months ended September 30, 2023, and decreased by $239 million, or 20% in the nine months ended September 30, 2023 from the corresponding periods in 2022. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 28% and 28% in the three months ended September 30, 2023 and 2022, respectively, and 30% and 27% in the nine months ended September 30, 2023 and 2022, 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 2022:

	Three months ended September 30,								Nine months ended September 30,
	2023		%		2022		%		2023		%		2022		%
	(Dollars in millions)
Agent premiums	$	728	100	%	$	966	100	%	$	1,991	100	%	$	3,268	100	%
Agent commissions	564		77	%	747		77	%	1,534		77	%	2,521		77	%
Net retained agent premiums	$	164	23	%	$	219	23	%	$	457	23	%	$	747	23	%

The claim loss provision for title insurance was $57 million and $74 million for the three months ended September 30, 2023 and 2022, respectively, and $157 million and $251 million for the nine months ended September 30, 2023, and 2022, 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 majority-owned F&G subsidiary, we have five distribution channels across retail and institutional markets. Our three retail channels include agent-based Independent Marketing Organizations ("IMOs"), banks and broker dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF’s ownership and F&G’s subsequent rating upgrades in mid-2020, we launched into banks and broker dealers. Further, in 2021, we launched into two institutional markets to originate Funding Agreement Backed Notes ("FABN") and PRT transactions. The FABN Program offers funding agreements to institutional clients by means of capital markets transactions through investment banks. The 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.

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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), IUL insurance, 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. As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued. In essence, funding agreement providers issue fixed maturity contracts with fixed or floating interest rates in exchange for a single upfront premium. Our PRT products are comparable to income annuities, as we generally receive a single, upfront premium in exchange for paying a guaranteed stream of future income payments which are typically fixed in nature, but may vary in duration based on participant mortality experience.

Under GAAP, premium collections for deferred annuities (FIAs and 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 (i.e. amortization of URL), 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, DSI and URL, and other operating costs and expenses.

We hedge certain portions of our 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. In addition, to reduce market risks from interest rate changes on our earnings associated with our floating rate investments, during the nine months ended September 30, 2023 we have executed pay-float and receive-fixed interest rate swaps.

As noted above, MRBs are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors. The change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns. Generally higher interest rates and equity returns result in gains whereas lower interest rates and equity returns result in losses.

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, which 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.

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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, 2023 and 2022 were as follows:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Revenues:
Life insurance premiums and other fees	$	582	$	702	$	1,523	$	1,369
Interest and investment income	578		340		1,622		1,216
Recognized gains and (losses), net	(309)		(140)		(257)		(863)
Total revenues	851		902		2,888		1,722
Benefits and expenses:
Benefits and other changes in policy reserves	292		570		1,921		396
Market risk benefit (gains) losses	(49)		(68)		(20)		(187)
Depreciation and amortization	108		82		302		238
Personnel costs	58		46		167		110
Other operating expenses	38		28		107		77
Interest expense	24		6		71		23
Total benefits and expenses	471		664		2,548		657
Earnings before income taxes	$	380	$	238	$	340	$	1,065
Income tax expense	74		51		99		254
Net earnings	$	306	$	187	$	241	$	811

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 on the unaudited Condensed Consolidated Statements of Earnings, for the three and nine months ended September 30, 2023 and 2022:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Life-contingent pension risk transfer premiums	$	470	$	605	$	1,207	$	1,125
Traditional life insurance premiums	4		4		15		11
Life-contingent immediate annuity premiums	8		3		19		15
Surrender charges	27		15		66		38
Policyholder fees and other income	73		75		216		180
Life insurance premiums and other fees	$	582	$	702	$	1,523	$	1,369

•Life insurance premiums and other fees decreased for the three months ended September 30, 2023 and increased for the nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022 , respectively, reflecting the timing of PRT transactions. As noted above, PRT premiums are subject to fluctuation period to period.

•Surrender charges increased for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022, primarily reflecting higher amounts assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts primarily on our FIA policies.

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•Policyholder fees and other income were relatively unchanged for the three months ended September 30, 2023, compared to the three months ended September 30, 2022. Policyholder fees and other income were higher in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, primarily due to increased GMWB rider fees, cost of insurance charges on IUL policies and IUL premium loads, net of changes in URL. GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year.

Interest and investment income

Below is a summary of interest and investment income for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Fixed maturity securities, available-for-sale	$	476	$	364	$	1,356	$	1,019
Equity securities	5		4		14		12
Preferred securities	9		10		31		36
Mortgage loans	59		48		167		136
Invested cash and short-term investments	19		10		52		23
Limited partnerships	68		(55)		169		116
Other investments	5		8		19		15
Gross investment income	$	641	$	389	$	1,808	$	1,357
Investment expense	(63)		(49)		(186)		(141)
Interest and investment income	$	578	$	340	$	1,622	$	1,216

Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $102 million and $236 million for the three and nine months ended September 30, 2023, respectively, and $29 million and $67 million for the three and nine months ended September 30, 2022, respectively.

Recognized gains and losses, net

Below is a summary of the major components included in recognized gains and losses, net for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Net realized and unrealized losses on fixed maturity available-for-sale securities, equity securities and other invested assets	$	(11)	$	(81)	$	(88)	$	(350)
Change in allowance for expected credit losses	(4)		(7)		(33)		(14)
Net realized and unrealized losses on certain derivatives instruments	(327)		(144)		(170)		(846)
Change in fair value of reinsurance related embedded derivatives	36		94		34		357
Change in fair value of other derivatives and embedded derivatives	(3)		(2)		—		(10)
Recognized gains and losses, net	$	(309)	$	(140)	$	(257)	$	(863)

Recognized gains and (losses), net is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains and (losses) attributable to these agreements, and thus excluded from the totals in the table above, was $43 million and $42 million for the three and nine months ended September 30, 2023, respectively, and $105 million and $384 million for the three and nine month periods ended September 30, 2022, respectively.

•For the three and nine months ended September 30, 2023, 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 losses on fixed maturity available-for-sale securities, partially offset by and mark-to-market gains on our equity securities and realized gains on other invested assets.

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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 all periods, net realized and unrealized 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 (losses) on option and futures expiration and changes in the fair value of interest rate swaps. 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 product 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.

We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments.

The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuity, universal life products and floating rate investments are summarized in the table below for the three and nine months ended September 30, 2023 and September 30, 2022:

	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	(In millions)
Call options:
Realized (losses) gains	$	(34)		$	(79)		$	(193)		$	(75)
Change in unrealized (losses) gains	(274)			(70)			38			(783)
Futures contracts:
(Losses) gains on futures contracts expiration	—			(4)			6			(6)
Change in unrealized gains (losses)	(4)			(1)			(5)			(4)
Interest rate swaps	(19)			—			(19)			—
Foreign currency forward:
Gains on foreign currency forward	4			10			3			22
Total net change in fair value	$	(327)		$	(144)		$	(170)		$	(846)
Annual Point-to-Point Change in S&P 500 Index during the periods	(4)		%	(5)		%	12		%	(25)		%

•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.

•The net change in fair value of the interest rate swaps was primarily driven by fluctuations in the interest rate index underlying the swap contracts.

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The average index credits to policyholders are as follows:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Average Crediting Rate	3	%	—	%	1	%	1	%
S&P 500 Index:
Point-to-point strategy	3	%	—	%	1	%	1	%
Monthly average strategy	2	%	—	%	1	%	2	%
Monthly point-to-point strategy	—	%	—	%	—	%	1	%
3 year high water mark	5	%	13	%	8	%	12	%

•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:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
PRT agreements	$	479	$	609	$	1,233	$	1,141
FIA/IUL market related liability movements	(432)		(209)		56		(1,323)
Index credits, interest credited & bonuses	239		118		543		472
Other changes in policy reserves	6		52		89		106
Total benefits and other changes in policy reserves	$	292	$	570	$	1,921	$	396

•PRT agreements decreased for the three months ended September 30, 2023 and increased for the nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, respectively, reflecting the timing of PRT transactions and are subject to fluctuation period to period.

•The FIA/IUL market related liability movements during the three and nine months ended September 30, 2023 and September 30, 2022, respectively, are mainly driven by changes in the equity markets, non-performance spreads, and risk free rates during the periods. The change in risk free rates and non-performance spreads decreased the FIA market related liability by $196 million and $189 million during the three months ended September 30, 2023 and September 30, 2022, respectively. The change in risk free rates and non-performance spreads decreased the FIA market related liability by $190 million and $748 million during the nine months ended September 30, 2023 and September 30, 2022, respectively. The remaining changes in market value of the market related liability movements for all periods was driven by equity market impacts. See “Revenues — Recognized gains and losses, net” above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.

•Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees. During the third quarter of 2023 and for the nine months ended September 30, 2023, based on increases in interest rates and pricing changes, we updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds and also aligned reserves to actual policyholder behavior. These changes resulted in a decrease in total benefits and other changes in policy reserves of approximately $23 million for the three months ended September 30, 2023 and an increase of approximately $74 million for the nine months ended September 30, 2023.

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•Index credits, interest credited & bonuses for the three months ended September 30, 2023, were higher compared to the three months ended September 30, 2022, and primarily reflected higher amounts for FIA policies and fixed rate annuities, net of reinsurance, as a result of market movements during the respective periods and higher credits for PRT based on the growth in the portfolio. Index credits, interest credited & bonuses for the nine months ended September 30, 2023, were higher compared to the nine months ended September 30, 2022, and primarily reflected higher amounts for PRT and fixed rate annuities partially offset by 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.

Market Risk Benefit (Gains) losses

Below is a summary of market risk benefit gains:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Market risk benefits (gains) losses	$	(49)	$	(68)	$	(20)	$	(187)

•Market risk benefits (gains) losses is primarily driven by attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected and changes in assumptions during the periods. Changes in market risk benefit (gains) losses for the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, primarily reflect a favorable GMWB utilization assumption change in 2022, less favorable market related movements and higher attributed fees. In addition, actual policyholder behavior for the three and nine months ended September 30, 2023 was more in line with expected, as compared to the three and nine months ended September 30, 2022, resulting in a favorable change to the market risk benefit (gains) losses.

Depreciation and Amortization

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

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Amortization of VOBA, DAC and DSI	$	101	$	77	$	280	$	216
Amortization of other intangible assets and other depreciation	7		5		22		22
Total depreciation and amortization	$	108	$	82	$	302	$	238

•DAC, VOBA and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Depreciation and amortization increased for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 and reflected increased DAC and DSI associated with the growth of the business, as well as a slightly increased amortization rate on some DAC and DSI balances due to updates to the surrender and mortality assumptions for the FIA and fixed-rate annuity blocks that occurred in the third quarter of 2023.

Personnel Costs and Other Operating Expenses

Below is a summary of personnel costs and other operating expenses:

	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	(In millions)
Personnel costs	$	58	$	46	$	109	$	64
Other operating expenses	38		28		69		49
Total personnel costs and other operating costs	$	96	$	74	$	178	$	113

•Personnel costs and other operating expenses for the three and nine months ended September 30, 2023 were higher compared to the three and nine months ended September 30, 2022, and primarily reflect headcount growth to support higher volumes and strategic growth capabilities.

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Other Items Affecting Net Earnings

Income Tax Expense

Below is a summary of the major components included in income tax expense:

	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	(Dollars in millions)
Earnings before taxes	$	380		$	238		$	340		$	1,065
Income tax expense before valuation allowance	79			51			65			216
Change in valuation allowance	(5)			—			34			38
Income tax expense	$	74		$	51		$	99		$	254
Effective rate	19		%	21		%	29		%	24		%

•Income tax expense for the three months ended September 30, 2023 was $74 million, compared to income tax expense of $51 million for the three months ended September 30, 2022. The effective tax rate was 19% and 21% for the three months ended September 30, 2023 and September 30, 2022 respectively. The increase in income tax expense quarter over quarter is primarily related to the increase in pre-tax income.

•Income tax expense for the nine months ended September 30, 2023 was $99 million, compared to income tax expense of $254 million for the nine months ended September 30, 2022. The effective tax rate was 29% and 24% for the nine months ended September 30, 2023 and September 30, 2022, respectively. The decrease in income tax expense period over period is primarily related to the decrease in pre-tax income.

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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, excluding short term mark to market effects, and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.

As of September 30, 2023 and December 31, 2022, the fair value of our investment portfolio was approximately $46 billion and $41 billion, respectively, and was divided among the following asset classes and sectors:

	September 30, 2023				December 31, 2022
	Fair Value		Percent		Fair Value		Percent
Fixed maturity securities, available for sale:	(Dollars in millions)
United States Government full faith and credit	$	99	—	%	$	32	—	%
United States Government sponsored entities	34		—	%	42		—	%
United States municipalities, states and territories	1,485		3	%	1,410		3	%
Foreign Governments	206		—	%	148		—	%
Corporate securities:
Finance, insurance and real estate	6,332		14	%	5,085		12	%
Manufacturing, construction and mining	863		2	%	737		2	%
Utilities, energy and related sectors	2,128		5	%	2,275		6	%
Wholesale/retail trade	2,090		5	%	2,008		5	%
Services, media and other	3,417		7	%	2,794		7	%
Hybrid securities	601		1	%	705		2	%
Non-agency residential mortgage-backed securities	2,135		5	%	1,479		4	%
Commercial mortgage-backed securities	4,109		9	%	3,036		7	%
Asset-backed securities	8,448		18	%	7,245		18	%
Collateral loan obligations ("CLO")	4,924		11	%	4,222		10	%
Total fixed maturity available for sale securities	36,871		80	%	31,218		76	%
Equity securities (a)	721		2	%	823		2	%
Limited partnerships:
Private equity	1,153		2	%	1,129		3	%
Real assets	450		1	%	431		1	%
Credit	1,036		2	%	867		2	%
Limited Partnerships	$	2,639	5	%	$	2,427	6	%
Commercial mortgage loans	2,148		5	%	2,083		5	%
Residential mortgage loans	2,326		5	%	1,892		5	%
Other (primarily derivatives and company owned life insurance)	1,295		3	%	809		2	%
Short term investments	168		—	%	1,556		4	%
Total investments	$	46,168	100	%	$	40,808	100	%
(a) Includes investment grade non-redeemable preferred stocks ($564 million and $672 million as of September 30, 2023 and December 31, 2022, 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 primarily high-grade fixed-income assets across a wide range of sectors, including Corporate securities, U.S. Government and government-sponsored agency securities, and Structured securities, among others.

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

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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 NAIC published comparison of NRSRO ratings to NAIC designations.

The NAIC determines ratings for non-agency Residential Mortgage Backed Securities (“RMBS”) and CMBS using modeling that estimates security level expected losses under a variety of economic scenarios. For such assets issued prior to January 1, 2013, an insurer’s amortized cost basis in applicable assets can impact the assigned rating. 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.

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our fixed income portfolio at September 30, 2023 and December 31, 2022:

		September 30, 2023					December 31, 2022
NRSRO Rating	NAIC Designation		Fair Value		Fair Value Percent			Fair Value		Fair Value Percent
		(Dollars in millions)
AAA/AA/A	1		$	23,567	64	%		$	18,681	60	%
BBB	2		11,373		31	%		10,737		34	%
BB	3		1,598		4	%		1,425		5	%
B	4		164		1	%		236		1	%
CCC	5		66		—	%		67		—	%
CC and lower	6		103		—	%		72		—	%
Total			$	36,871	100	%		$	31,218	100	%

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Investment Industry Concentration

The tables below present the top ten industry categories of our fixed maturity and equity securities including the fair value and percent of total fixed maturity and equity securities fair value as of September 30, 2023 and December 31, 2022. Effective January 1, 2023, we updated our industry classifications as a result of a change in our investment accounting software and related service providers. Our investment strategy has remained consistent and our portfolio mix has not materially changed. The December 31, 2022 table was updated to reflect a consistent presentation with the September 30, 2023 classifications:

	September 30, 2023
Top 10 Industry Concentration	Fair Value (In millions)		Percent of Total Fair Value
ABS Other	$	8,448	22	%
CLO securities	4,924		13	%
Commercial mortgage backed securities	4,109		11	%
Diversified financial services	2,965		8	%
Banking	2,141		6	%
Whole loan collateralized mortgage obligation	1,796		5	%
Municipal	1,485		4	%
Insurance	1,474		4	%
Electric	1,001		3	%
Telecommunications	607		2	%
Total	$	28,950	78	%
	December 31, 2022
Top 10 Industry Concentration	Fair Value (In millions)		Percent of Total Fair Value
ABS Other	$	7,245	23	%
CLO securities	4,222		13	%
Whole loan collateralized mortgage obligation	3,655		12	%
Banking	2,855		9	%
Municipal	1,410		4	%
Electric	1,379		4	%
Life Insurance	1,376		4	%
Technology	855		3	%
Healthcare	659		2	%
Commercial mortgage-backed securities	571		2	%
Total	$	24,227	76	%

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The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of September 30, 2023 and December 31, 2022, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

	September 30, 2023				December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Corporate, Non-structured Hybrids, Municipal and U.S. Government securities:	(In millions)
Due in one year or less	$	270	$	264	$	124	$	123
Due after one year through five years	3,202		3,040		2,193		2,059
Due after five years through ten years	2,481		2,210		1,840		1,633
Due after ten years	15,249		11,707		14,417		11,379
Subtotal	$	21,202	$	17,221	$	18,574	$	15,194
Other securities, which provide for periodic payments:
Asset-backed securities	$	13,880	$	13,372	$	12,209	$	11,467
Commercial-mortgage-backed securities	4,481		4,109		3,309		3,036
Residential mortgage-backed securities	2,321		2,169		1,631		1,521
Subtotal	$	20,682	$	19,650	$	17,149	$	16,024
Total fixed maturity available-for-sale securities	$	41,884	$	36,871	$	35,723	$	31,218

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 securities and Alt-A RMBS securities were $34 million and $50 million as of September 30, 2023, respectively, and $40 million and $54 million as of December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022 approximately 96% and 91%, respectively, of the subprime and Alt-A RMBS exposures were rated NAIC 2 or higher.

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, 2023, the CLO and ABS positions were trading at a net unrealized loss position of $5 million and $485 million, respectively. As of December 31, 2022, the CLO and ABS positions were trading at a net unrealized loss position of $236 million and $499 million, respectively.

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The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio (dollars in millions) at September 30, 2023 and December 31, 2022.

		September 30, 2023			December 31, 2022
		Fair Value		Percent	Fair Value		Percent
NRSRO Rating	NAIC Designation
AAA/AA/A	1	$	6,594	78%	$	5,570	77%
BBB	2	1,345		16%	1,232		17%
BB	3	405		5%	344		5%
B	4	50		1%	72		1%
CCC	5	8		—%	9		—%
CC and lower	6	46		—%	18		—%
Total		$	8,448	100%	$	7,245	100%

The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio (dollars in millions) at September 30, 2023 and December 31, 2022.

		September 30, 2023			December 31, 2022
		Fair Value		Percent	Fair Value		Percent
NRSRO Rating	NAIC Designation
AAA/AA/A	1	$	2,944	60%	$	2,678	64%
BBB	2	1,474		30%	1,225		29%
BB	3	447		9%	256		6%
B	4	20		—%	19		—%
CCC	5	—		—%	9		—%
CC and lower	6	39		1%	35		1%
Total		$	4,924	100%	$	4,222	100%

Municipal Bond Exposure

Our municipal bond exposure is a combination of general obligation bonds (fair value of $219 million and $188 million and an amortized cost of $268 million and $231 million as of September 30, 2023 and December 31, 2022, respectively) and special revenue bonds (fair value of $1,264 million and $1,017 million and an amortized cost of $1,546 million and $1,248 million as of September 30, 2023 and December 31, 2022, respectively).

Across all municipal bonds, the largest issuer represented 5% and 6% of the category as of September 30, 2023 and December 31, 2022, respectively, with less than 1% of the entire portfolio and is rated NAIC 1. Our focus within municipal bonds is on NAIC 1 rated instruments, and 98% of our municipal bond exposure is rated NAIC 1 as of September 30, 2023.

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, 2023 and December 31, 2022, our mortgage loans on real estate portfolio each had a weighted average DSC ratio of 2.3 times, and a weighted average LTV ratio of 56% and 57%, respectively.

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. As of September 30, 2023 and December 31, 2022, we had one CML that was delinquent in principal or interest payments or in process of foreclosure. See Note D - Investments to the Condensed Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV and DSC ratios.

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Residential Mortgage Loans

F&G's 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 Investments to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q 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, 2023 and December 31, 2022, were as follows:

	September 30, 2023
	Number of Securities	Amortized Cost		Allowance for Expected Credit Losses		Unrealized Losses		Fair Value
Fixed maturity securities, available for sale:	(In millions)
United States Government full faith and credit	17	$	103	$	—	$	(4)	$	99
United States Government sponsored agencies	57	32		—		(4)		28
United States municipalities, states and territories	212	1,794		—		(331)		1,463
Foreign Governments	66	257		—		(57)		200
Corporate securities:
Finance, insurance and real estate	922	7,227		—		(1,070)		6,157
Manufacturing, construction and mining	145	1,068		—		(214)		854
Utilities, energy and related sectors	382	2,708		—		(659)		2,049
Wholesale/retail trade	448	2,636		—		(578)		2,058
Services, media and other	594	4,402		—		(1,010)		3,392
Hybrid securities	39	654		—		(72)		582
Non-agency residential mortgage-backed securities	369	1,943		(2)		(152)		1,789
Commercial mortgage-backed securities	493	3,362		(15)		(367)		2,980
Asset-backed securities	922	8,888		(15)		(622)		8,251
Total fixed maturity available for sale securities	4,666	35,074		(32)		(5,140)		29,902
Equity securities	47	665		—		(128)		537
Total investments	4,713	$	35,739	$	(32)	$	(5,268)	$	30,439
	December 31, 2022
	Number of Securities	Amortized Cost		Allowance for Expected Credit Losses		Unrealized Losses		Fair Value
Fixed maturity securities, available for sale:	(In millions)
United States Government full faith and credit	6	$	34	$	—	$	(2)	$	32
United States Government sponsored agencies	58	39		—		(4)		35
United States municipalities, states and territories	167	1,590		—		(289)		1,301
Foreign Governments	44	169		—		(37)		132
Corporate securities:
Finance, insurance and real estate	526	5,586		(15)		(876)		4,695
Manufacturing, construction and mining	120	850		—		(160)		690
Utilities, energy and related sectors	333	2,825		—		(644)		2,181
Wholesale/retail trade	316	2,418		—		(532)		1,886
Services, media and other	360	3,354		—		(783)		2,571
Hybrid securities	43	706		—		(84)		622
Non-agency residential mortgage-backed securities	241	1,353		(5)		(105)		1,243
Commercial mortgage-backed securities	365	2,850		—		(284)		2,566
Asset-backed securities	1,147	11,511		(1)		(770)		10,740
Total fixed maturity available for sale securities	3,726	33,285		(21)		(4,570)		28,694
Equity securities	59	879		—		(174)		705
Total investments	3,785	$	34,164	$	(21)	$	(4,744)	$	29,399

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The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $5,268 million and $4,744 million as of September 30, 2023 and December 31, 2022, respectively. Most components of the portfolio exhibited price depreciation caused primarily by higher treasury rates. The total amortized cost of all securities in an unrealized loss position was $35,739 million and $34,164 million as of September 30, 2023 and December 31, 2022, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 85% for Finance, insurance and real estate as of September 30, 2023. In the aggregate, Finance, insurance and real estate represented 20% of the total unrealized loss position as of September 30, 2023. The average market value/book value of the investment category with the largest unrealized loss position was 84% for finance, insurance and real estate as of December 31, 2022. In aggregate, finance, insurance and real estate represented 18% of the total unrealized loss position as of December 31, 2022.

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, 2023 and December 31, 2022, were as follows:

	September 30, 2023
	Number of Securities	Amortized Cost		Fair Value		Allowance for Credit Loss		Gross Unrealized Losses
Investment grade:	(Dollars in millions)
Less than six months	1	$	4	$	3	$	—	$	(1)
Six months or more and less than twelve months	9	11		7		—		(4)
Twelve months or greater	158	1,858		1,198		—		(660)
Total investment grade	168	1,873		1,208		—		(665)
Below investment grade:
Less than six months	1	5		4		—		(1)
Six months or more and less than twelve months	—	—		—		—		—
Twelve months or greater	6	25		19		—		(6)
Total below investment grade	7	30		23		—		(7)
Total	175	$	1,903	$	1,231	$	—	$	(672)
	December 31, 2022
	Number of Securities	Amortized Cost		Fair Value		Allowance for Credit Loss		Gross Unrealized Losses
Investment grade:	(Dollars in Millions)
Less than six months	6	$	5	$	3	$	—	$	(2)
Six months or more and less than twelve months	49	299		200		—		(99)
Twelve months or greater	76	969		634		—		(335)
Total investment grade	131	1,273		837		—		(436)
Below investment grade:
Less than six months	1	32		13		15		(4)
Six months or more and less than twelve months	12	124		94		—		(30)
Twelve months or greater	2	6		4		—		(2)
Total below investment grade	15	162		111		15		(36)
Total	146	$	1,435	$	948	$	15	$	(472)

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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, 2023, our watch list included 175 securities in an unrealized loss position with an amortized cost of $1,903 million, no allowance for credit losses, unrealized losses of $672 million and a fair value of $1,231 million.

At December 31, 2022, our watch list included 146 securities in an unrealized loss position with an amortized cost of $1,435 million, allowance for credit losses of $15 million, unrealized losses of $472 million and a fair value of $948 million.

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

There were 109 and 64 structured securities with a fair value of $734 million and $162 million to which we had potential credit exposure as of September 30, 2023 and December 31, 2022, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $38 million and $16 million as of September 30, 2023 and December 31, 2022, respectively.

Exposure to Sovereign Debt and Certain Other Exposures

Our investment portfolio had an immaterial amount of direct exposure to European sovereign debt as of September 30, 2023 and December 31, 2022, respectively. We have no exposure to investments in Russia or Ukraine and de minimis investments in peripheral countries in the region.

Interest and Investment Income

For discussion regarding our net investment income and net investment gains (losses) refer to Note D Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

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, 2023 and December 31, 2022, refer to Note D Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Concentrations of Financial Instruments

For certain information regarding our concentrations of financial instruments, refer to Note D Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

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, 2022.

Derivatives

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

We also hold cash and cash equivalents received from counterparties for derivative instrument collateral, as well as U.S. Government securities pledged as derivative instrument 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 commercial paper rated A1/P1, which are included in Cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.

See Note E Derivative Financial Instruments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding our derivatives and our exposure to credit loss on call options.

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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:

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Revenues:	(In millions)
Escrow, title-related and other fees	$	37	$	46	$	136	$	86
Interest and investment income	16		9		41		12
Recognized gains and losses, net	(1)		(42)		(36)		(40)
Total revenues	52		13		141		58
Expenses:
Personnel costs	22		25		91		26
Other operating expenses	29		30		88		74
Depreciation and amortization	6		6		21		18
Interest expense	20		22		58		66
Total expenses	77		83		258		184
Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates	$	(25)	$	(70)	$	(117)	$	(126)

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 increased $39 million, or 300%, in the three months ended September 30, 2023 and increased $83 million, or 143% in the nine months ended September 30, 2023 from the corresponding periods in 2022. The increase in the three months ended September 30, 2023 from the corresponding period in 2022 is primarily attributable to a $41 million impairment of cost method investments in the 2022 period and various other immaterial items. The increase in the nine months ended September 30, 2023 from the corresponding period in 2022 is primarily attributable to an increase in valuations associated with our deferred compensation plan assets of approximately $57 million and various other immaterial items.

Personnel costs in the Corporate and Other segment decreased $3 million, or 12%, in the three months ended September 30, 2023, and increased $65 million, or 250% in the nine months ended September 30, 2023 from the corresponding periods in 2022. The increase in the nine months ended September 30, 2023 from the corresponding period in 2022 is primarily attributable to the aforementioned increases in valuations associated with our deferred compensation plan assets, which increased both revenue and personnel costs, and various other immaterial items.

Other operating expenses in the Corporate and Other segment decreased $1 million, or 3%, in the three months ended September 30, 2023 and increased $14 million, or 19% in the nine months ended September 30, 2023 from the corresponding periods in 2022. The increase in the nine months ended September 30, 2023 from the corresponding period in 2022 is attributable to various immaterial items.

Interest expense in the Corporate and Other segment decreased $2 million, or 9%, in the three months ended September 30, 2023 and decreased $8 million or 12%, in the nine months ended September 30, 2023 from the corresponding periods in 2022. The decrease was primarily attributable to lower average debt outstanding in the three and nine months ended September 30, 2023 from the corresponding periods in 2022.

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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 $0.45 per share in the third quarter of 2023, or approximately $123 million to our common shareholders. On November 7, 2023, our Board of Directors declared cash dividends of $0.48 per share, payable on December 29, 2023, to FNF common shareholders of record as of December 15, 2023. 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, 2023, we had cash and cash equivalents of $3,209 million, short term investments of $719 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, 2022, $1,442 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 2023 of approximately $154 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, 2023 and 2022 totaled $4,215 million and $2,977 million, respectively. The increase in cash provided by operating activities in 2023 of $1,238 million is primarily attributable to increased net cash inflows associated with the change in funds withheld from reinsurers of approximately $1,167 million and reduced net cash outflows associated with the timing of receipts and payments of prepaid assets and payables of approximately $683 million, partially offset by the decrease in net earnings of approximately $680 million in 2023.

Investing Cash Flows. Our cash flows used in investing activities for the nine months ended September 30, 2023 and 2022 were $5,760 million and $7,890 million, respectively. The decrease in cash used in investing activities in 2023 of $2,130 million was primarily attributable to increased cash inflows from net proceeds from sales and maturities of short-term investments of approximately $3,249 million and increased cash inflows from distributions from unconsolidated affiliates of approximately $181 million, partially offset by decreased proceeds from sales, calls and maturities of investment securities of approximately $624 million, increased purchases of investment securities of approximately $485 million, increased investments

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in unconsolidated affiliates of approximately $130 million and increased cash outflows associated with acquisitions of approximately $137 million.

Capital Expenditures. Total capital expenditures for property and equipment and capitalized software were $101 million and $107 million for the nine months ended September 30, 2023 and 2022, respectively.

Financing Cash Flows. Our cash flows provided by financing activities for the nine months ended September 30, 2023 and 2022 were $2,468 million and $3,027 million, respectively. The decrease in cash provided by financing activities in 2023 of $559 million was primarily attributable to reduced cash inflows from contractholder deposits of approximately $852 million, increased cash outflows from contractholder withdrawals of approximately $857 million, decreased cash inflows associated with the change in secured trust deposits of approximately $118 million and the repayment of our 5.50% Senior Notes of $400 million in 2022, partially offset by the issuance of the 7.40% F&G Notes of $500 million in 2023 and decreased cash outflows associated with the purchase of treasury stock of approximately $498 million.

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, 2022.

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 100,000 shares of FNF common stock during the nine months ended September 30, 2023 for approximately $4 million, at an average price of $38.45 per share. Subsequent to September 30, 2023 and through market close on August 8, 2023 we have not repurchased additional shares under this program. Since the original commencement of the Repurchase Program, we repurchased a total of 16,449,565 FNF common shares for approximately $701 million, at an average price of $42.60 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, 2022.

We have unfunded investment commitments as of September 30, 2023 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 on Form 10-Q for additional details on unfunded investment commitments.

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, 2022.

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 5. Other Information

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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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 on Form 10-Q, which is incorporated by reference into this Item 1 of Part II.

Item 1A. Risk Factors

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the "Risk Factors" disclosed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K, which was filed with the SEC on February 27, 2023. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We adopted Accounting Standards Update (“ASU”) 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”) using the full retrospective transition method effective January 1, 2023, with changes applied as of January 1, 2021, also referred to as the transition date. The following updates to Risk Factors relate to the adoption of ASU 2018-12. There have been no other material changes from the Risk Factors previously disclosed in "Item 1A. Risk Factors" in our Annual Report filed with the SEC on February 27, 2023 and hereby incorporated by reference.

ASU 2018-12 requires that VOBA, DAC and DSI be amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Based on this change, we have removed the risk factor previously titled “The pattern of amortizing our VOBA, DAC and DSI balances relies on assumptions and estimates made by management. Changes in these assumptions and estimates could impact our results of operations and financial condition.”

Interest rate fluctuations could adversely affect our business, financial condition, liquidity and results of operations.

Interest rate risk is a significant market risk for us, as our F&G business involves issuing interest rate sensitive obligations backed primarily by investments in fixed income assets. F&G also maintains a portion of the assets in its investment portfolio in floating rate instruments and had executed a variable interest rate Credit Agreement, which are both subject to an element of market risk from changes in interest rates.

Prior to 2022, interest rates had been at or near historical low levels over the preceding several years. A prolonged period of low rates exposes us to the risk of not achieving returns sufficient to meet our earnings targets and/or our contractual obligations. Furthermore, low or declining interest rates may reduce the rate of policyholder surrenders and withdrawals on our life insurance and annuity products, thus increasing the duration of the liabilities, creating asset and liability duration mismatches and increasing the risk of having to reinvest assets at yields below the amounts required to support our obligations. Lower interest rates may also result in decreased sales of certain insurance products, negatively impacting our profitability from new business.

During periods of increasing interest rates, we may offer higher crediting rates on interest-sensitive products, such as universal life insurance and fixed rate annuities, and we may increase crediting rates on in-force products to keep these products competitive. We may be required to accept lower spread income (the difference between the returns we earn on our investments and the amounts we credit to contract holders), thus reducing our profitability, as returns on our portfolio of invested assets may not increase as quickly as current interest rates. Rapidly rising interest rates may also expose us to the risk of financial disintermediation, which is an increase in policy surrenders, withdrawals and requests for policy loans as customers seek to achieve higher returns elsewhere, requiring us to liquidate assets in an unrealized loss position. If we experience unexpected withdrawal activity, we could exhaust our liquid assets and be forced to liquidate other less liquid assets such as limited partnership investments. We may have difficulty selling these investments in a timely manner and/or be forced to sell them for less than we otherwise would have been able to realize, which could have a material adverse effect on our business, financial condition or operating results. We have developed and maintain asset liability management programs and procedures that are, we believe, designed to mitigate interest rate risk by matching asset cash flows to expected liability cash flows. In addition, we assess surrender charges on withdrawals in excess of allowable penalty-free amounts that occur during the surrender charge period. There can be no assurance that actual withdrawals, contract benefits, and maturities will match our estimates. Despite our efforts to reduce the impact of rising interest rates, we may be required to sell assets to raise the cash necessary to respond to an increase in surrenders, withdrawals and loans, thereby realizing capital losses on the assets sold.

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Liabilities that are held on our balance sheet at fair value, including embedded derivatives on our FIA and IUL business and MRBs on our FIA and fixed rate annuity business, are sensitive to fluctuations in interest rates. Decreases in interest rates generally would have the impact of increasing the value of these liabilities, which will result in a reduction in our net income. Liabilities for future policyholder benefits are valued using locked-in discount rates, and any changes in interest rates since the inception of those contracts are reflected in OCI. Decreases in interest rates would result in a reduction in our OCI. In addition, certain statutory capital and reserve requirements are based on formulas or models that consider interest rates and a prolonged period of low interest rates may increase the statutory capital we are required to hold as well as the amount of assets we must maintain to support statutory reserves.

Economic conditions, including higher interest rates, could materially adversely affected our business, results of operations and financial condition. However, we cannot predict if it will impact our business, results of operations or financial condition in the future for the forgoing reasons.

Equity market volatility could negatively impact our business.

The estimated cost of providing GMWB riders associated with our annuity products incorporates various assumptions about the overall performance of equity markets over certain time periods. Periods of significant and sustained downturns in equity markets or increased equity volatility could result in an increase in the valuation of the MRB or contractholder funds balance liabilities associated with such products, resulting in a reduction in our revenues and net income.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

S-K.

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Item 6. Exhibits

     (a) Exhibits:

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.

** Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.

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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 8, 2023	FIDELITY NATIONAL FINANCIAL, INC. (registrant)
		By:	/s/ Anthony J. Park
			Anthony J. Park
			Chief Financial Officer (Principal Financial and Accounting Officer)

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