Fidelity National Financial, Inc. - Quarter Report: 2022 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2022
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 July 31, 2022 were:
FNF Common Stock 276,317,189
FORM 10-Q
QUARTERLY REPORT
Quarter Ended June 30, 2022
TABLE OF CONTENTS
| Page | |||||
| PART I. FINANCIAL INFORMATION | |||||
2 | |||||
3 | |||||
4 | |||||
5 | |||||
6 | |||||
8 | |||||
9 | |||||
51 | |||||
| 82 | |||||
| 82 | |||||
| PART II. OTHER INFORMATION | |||||
84 | |||||
84 | |||||
85 | |||||
85 | |||||
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)
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Investments: | |||||||||||
Fixed maturity securities available for sale, at fair value, at June 30, 2022 and December 31, 2021, at an amortized cost of $33,836 and $30,705, respectively, net of allowance for credit losses of $11 and $8, respectively, and includes pledged fixed maturity securities of $448 and $460, respectively, related to secured trust deposits | $ | 30,432 | $ | 31,990 | |||||||
| Preferred securities, at fair value | 1,154 | 1,401 | |||||||||
| Equity securities, at fair value | 755 | 1,263 | |||||||||
| Derivative investments | 145 | 816 | |||||||||
Mortgage loans, net of allowance for credit losses of $35 and $31 at June 30, 2022 and December 31, 2021, respectively | 4,437 | 3,749 | |||||||||
| Investments in unconsolidated affiliates | 2,835 | 2,486 | |||||||||
| Other long-term investments | 627 | 579 | |||||||||
Short-term investments, at June 30, 2022 and December 31, 2021 includes pledged short-term investments of $0 and $1, respectively, related to secured trust deposits | 2,588 | 491 | |||||||||
| Total investments | 42,973 | 42,775 | |||||||||
Cash and cash equivalents, at June 30, 2022 and December 31, 2021 includes $586 and $480, respectively, of pledged cash related to secured trust deposits | 2,426 | 4,360 | |||||||||
Trade and notes receivables, net of allowance for credit losses of $34 and $32 at June 30, 2022 and December 31, 2021, respectively | 616 | 557 | |||||||||
Reinsurance recoverable, net of allowance for credit losses of $19 and $20 at June 30, 2022 and December 31, 2021, respectively | 4,237 | 3,738 | |||||||||
| Goodwill | 4,538 | 4,539 | |||||||||
| Prepaid expenses and other assets | 2,004 | 1,203 | |||||||||
| Lease assets | 390 | 376 | |||||||||
| Other intangible assets, net | 3,461 | 2,557 | |||||||||
| Title plants | 400 | 400 | |||||||||
| Property and equipment, net | 185 | 185 | |||||||||
| Total assets | $ | 61,230 | $ | 60,690 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Contractholder funds | $ | 37,707 | $ | 35,525 | |||||||
| Future policy benefits | 5,177 | 4,732 | |||||||||
| Accounts payable and accrued liabilities | 2,605 | 2,696 | |||||||||
| Notes payable | 3,094 | 3,096 | |||||||||
| Reserve for title claim losses | 1,843 | 1,883 | |||||||||
| Funds withheld for reinsurance liabilities | 2,277 | 1,676 | |||||||||
| Secured trust deposits | 1,173 | 934 | |||||||||
| Lease liabilities | 429 | 414 | |||||||||
| Income taxes payable | 113 | 72 | |||||||||
| Deferred tax liability | 66 | 205 | |||||||||
| Total liabilities | 54,484 | 51,233 | |||||||||
| Equity: | |||||||||||
FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of June 30, 2022 and December 31, 2021; outstanding of 276,949,217 and 283,778,574 as of June 30, 2022 and December 31, 2021, respectively, and issued of 325,730,482 and 325,486,429 as of June 30, 2022 and December 31, 2021, respectively | — | — | |||||||||
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none | — | — | |||||||||
| Additional paid-in capital | 5,843 | 5,811 | |||||||||
| Retained earnings | 4,901 | 4,369 | |||||||||
| Accumulated other comprehensive (loss) earnings | (2,190) | 779 | |||||||||
Less: Treasury stock, 48,781,265 shares and 41,707,855 shares as of June 30, 2022 and December 31, 2021, respectively, at cost | (1,851) | (1,545) | |||||||||
| Total Fidelity National Financial, Inc. shareholders’ equity | 6,703 | 9,414 | |||||||||
| Non-controlling interests | 43 | 43 | |||||||||
| Total equity | 6,746 | 9,457 | |||||||||
| Total liabilities and equity | $ | 61,230 | $ | 60,690 | |||||||
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 June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Direct title insurance premiums | $ | 859 | $ | 904 | $ | 1,626 | $ | 1,650 | |||||||||||||||
| Agency title insurance premiums | 1,203 | 1,256 | 2,302 | 2,314 | |||||||||||||||||||
| Escrow, title-related and other fees | 782 | 948 | 2,072 | 1,799 | |||||||||||||||||||
| Interest and investment income | 463 | 514 | 941 | 916 | |||||||||||||||||||
| Recognized gains and losses, net | (676) | 232 | (1,145) | 275 | |||||||||||||||||||
| Total revenues | 2,631 | 3,854 | 5,796 | 6,954 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Personnel costs | 839 | 890 | 1,662 | 1,702 | |||||||||||||||||||
| Agent commissions | 930 | 970 | 1,774 | 1,777 | |||||||||||||||||||
| Other operating expenses | 457 | 476 | 899 | 934 | |||||||||||||||||||
| Benefits and other changes in policy reserves | (418) | 575 | (210) | 549 | |||||||||||||||||||
| Depreciation and amortization | 161 | 105 | 343 | 288 | |||||||||||||||||||
| Provision for title claim losses | 93 | 97 | 177 | 178 | |||||||||||||||||||
| Interest expense | 31 | 28 | 61 | 56 | |||||||||||||||||||
| Total expenses | 2,093 | 3,141 | 4,706 | 5,484 | |||||||||||||||||||
| Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 538 | 713 | 1,090 | 1,470 | |||||||||||||||||||
| Income tax expense | 164 | 176 | 319 | 342 | |||||||||||||||||||
| Earnings before equity in earnings of unconsolidated affiliates | 374 | 537 | 771 | 1,128 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 14 | 14 | 16 | 27 | |||||||||||||||||||
| Net earnings from continuing operations | 388 | 551 | 787 | 1,155 | |||||||||||||||||||
| Net earnings from discontinued operations, net of tax | — | 6 | — | 11 | |||||||||||||||||||
| Net earnings | 388 | 557 | 787 | 1,166 | |||||||||||||||||||
| Less: Net earnings attributable to non-controlling interests | 6 | 5 | 8 | 9 | |||||||||||||||||||
| Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ | 382 | $ | 552 | $ | 779 | $ | 1,157 | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Net earnings per share from continuing operations attributable to common shareholders | $ | 1.37 | $ | 1.91 | $ | 2.79 | $ | 3.99 | |||||||||||||||
| Net earnings per share from discontinued operations attributable to common shareholders | — | 0.02 | — | 0.04 | |||||||||||||||||||
| Net earnings per share attributable to common shareholders, basic | $ | 1.37 | $ | 1.93 | $ | 2.79 | $ | 4.03 | |||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net earnings per share from continuing operations attributable to common shareholders | $ | 1.37 | $ | 1.90 | $ | 2.77 | $ | 3.96 | |||||||||||||||
| Net earnings per share from discontinued operations attributable to common shareholders | — | 0.02 | — | 0.04 | |||||||||||||||||||
| Net earnings per share attributable to common shareholders, diluted | $ | 1.37 | $ | 1.92 | $ | 2.77 | $ | 4.00 | |||||||||||||||
| Weighted average common shares outstanding - basic | 278 | 286 | 279 | 287 | |||||||||||||||||||
| Weighted average common shares outstanding - diluted | 279 | 288 | 281 | 289 | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In millions)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||||||||
| Net earnings | $ | 388 | $ | 557 | $ | 787 | $ | 1,166 | |||||||||||||||
| Other comprehensive (loss) earnings: | |||||||||||||||||||||||
| Unrealized (loss) gain on investments and other financial instruments, net of adjustments to intangible assets and unearned revenue (excluding investments in unconsolidated affiliates) (1) | (1,509) | 377 | (3,038) | (168) | |||||||||||||||||||
| Unrealized gain on investments in unconsolidated affiliates (2) | — | — | 7 | 9 | |||||||||||||||||||
| Unrealized (loss) gain on foreign currency translation (3) | (10) | 2 | (12) | — | |||||||||||||||||||
| Reclassification adjustments for change in unrealized gains and losses included in net earnings (4) | 41 | (5) | 74 | (51) | |||||||||||||||||||
| Other comprehensive (loss) earnings | (1,478) | 374 | (2,969) | (210) | |||||||||||||||||||
| Comprehensive (loss) earnings | (1,090) | 931 | (2,182) | 956 | |||||||||||||||||||
| Less: Comprehensive earnings attributable to non-controlling interests | 6 | 5 | 8 | 9 | |||||||||||||||||||
| Comprehensive (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders | $ | (1,096) | $ | 926 | $ | (2,190) | $ | 947 | |||||||||||||||
_______________________________________
(1)Net of income tax (benefit) expense of $(398) million and $100 million for the three months ended June 30, 2022 and 2021, respectively, and $(689) million and $(46) million for the six months periods ended June 30, 2022 and 2021, respectively.
(2)Net of income tax expense of $2 million and $3 million for the six months ended June 30, 2022 and 2021, respectively.
(3)Net of income tax (benefit) expense of less than $(1) million and $1 million for the three months ended June 30, 2022 and 2021, respectively, and less than $(1) million for the six months ended June 30, 2022 and 2021.
(4)Net of income tax (benefit) expense of $(11) million and $1 million for the three-month periods June 30, 2022 and 2021, respectively, and $(19) million and $14 million for the six-month periods ended June 30, 2022 and 2021, 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, March 31, 2021 | 324 | $ | — | $ | 5,752 | $ | 2,893 | $ | 720 | 34 | $ | (1,179) | $ | 40 | $ | 8,226 | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 9 | — | — | — | — | — | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of incremental share in consolidated subsidiaries | — | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchased | — | — | — | — | — | 4 | (183) | — | (183) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings - unrealized gain on investments and other financial instruments | — | — | — | — | 377 | — | — | — | 377 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings - unrealized gain on foreign currency translation | — | — | — | — | 2 | — | — | — | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for change in unrealized gains and losses included in net earnings | — | — | — | — | (5) | — | — | — | (5) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 10 | — | — | — | — | — | 10 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.36 per common share | — | — | — | (102) | — | — | — | — | (102) | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends declared to non-controlling interests | — | — | — | — | — | — | — | (4) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | 552 | — | — | — | 5 | 557 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 324 | $ | — | $ | 5,771 | $ | 3,343 | $ | 1,094 | 38 | $ | (1,362) | $ | 42 | $ | 8,888 | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 326 | $ | — | $ | 5,826 | $ | 4,642 | $ | (712) | 45 | $ | (1,679) | $ | 41 | $ | 8,118 | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 6 | — | — | — | — | — | 6 | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchased | — | — | — | — | — | 4 | (172) | — | (172) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss - unrealized loss on investments and other financial instruments | — | — | — | — | (1,509) | — | — | — | (1,509) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss - unrealized loss on foreign currency translation | — | — | — | — | (10) | — | — | — | (10) | |||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for change in unrealized gains and losses included in net earnings | — | — | — | — | 41 | — | — | — | 41 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 11 | — | — | — | — | — | 11 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.44 per common share | — | — | — | (123) | — | — | — | — | (123) | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends declared to non-controlling interests | — | — | — | — | — | — | — | (4) | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | 382 | — | — | — | 6 | 388 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 326 | $ | — | $ | 5,843 | $ | 4,901 | $ | (2,190) | 49 | $ | (1,851) | $ | 43 | $ | 6,746 | ||||||||||||||||||||||||||||||||||||||||
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, December 31, 2020 | 323 | $ | — | $ | 5,720 | $ | 2,394 | $ | 1,304 | 31 | $ | (1,067) | $ | 41 | $ | 8,392 | ||||||||||||||||||||||||||||||||||||||||
| Purchase of incremental share in consolidated subsidiaries | — | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1 | — | 30 | — | — | — | — | — | 30 | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchased | — | — | — | — | — | 7 | (295) | — | (295) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss - unrealized loss on investments and other financial instruments | — | — | — | — | (168) | — | — | — | (168) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings - unrealized gain on investments in unconsolidated affiliates | — | — | — | — | 9 | — | — | — | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for change in unrealized gains and losses included in net earnings | — | — | — | — | (51) | — | — | — | (51) | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 21 | — | — | — | — | — | 21 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.72 per common share | — | — | — | (208) | — | — | — | — | (208) | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends declared to non-controlling interests | — | — | — | — | — | — | — | (9) | (9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | 1,157 | — | — | — | 9 | 1,166 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 324 | $ | — | $ | 5,771 | $ | 3,343 | $ | 1,094 | 38 | $ | (1,362) | $ | 42 | $ | 8,888 | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 325 | $ | — | $ | 5,811 | $ | 4,369 | $ | 779 | 42 | $ | (1,545) | $ | 43 | $ | 9,457 | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1 | — | 8 | — | — | — | — | — | 8 | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock repurchased | — | — | — | — | — | 7 | (306) | — | (306) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss — unrealized loss on investments and other financial instruments | — | — | — | — | (3,038) | — | — | — | (3,038) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | — | — | — | — | 7 | — | — | — | 7 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain — unrealized gain on foreign currency translation | — | — | — | — | (12) | — | — | — | (12) | |||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustments for change in unrealized gains and losses included in net earnings | — | — | — | — | 74 | — | — | — | 74 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 24 | — | — | — | — | — | 24 | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.88 per common share | — | — | — | (247) | — | — | — | — | (247) | |||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiary dividends declared to non-controlling interests | — | — | — | — | — | — | — | (8) | (8) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | 779 | — | — | — | 8 | 787 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 326 | $ | — | $ | 5,843 | $ | 4,901 | $ | (2,190) | 49 | $ | (1,851) | $ | 43 | $ | 6,746 | ||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| For the six months ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 787 | $ | 1,166 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 343 | 288 | |||||||||
| Equity in earnings of unconsolidated affiliates | (16) | (27) | |||||||||
| Gain on sales of investments and other assets and asset impairments, net | 71 | (259) | |||||||||
| Loss on the sale of businesses | — | 14 | |||||||||
| Interest credited/index credits to contractholder account balances | (862) | 476 | |||||||||
| Deferred policy acquisition costs and deferred sales inducements | (371) | (303) | |||||||||
| Charges assessed to contractholders for mortality and admin | (102) | (88) | |||||||||
| Non-cash lease costs | 70 | 70 | |||||||||
| Operating lease payments | (75) | (76) | |||||||||
| Distributions from unconsolidated affiliates, return on investment | 38 | 16 | |||||||||
| Stock-based compensation cost | 24 | 21 | |||||||||
| Change in NAV of limited partnerships, net | (172) | (241) | |||||||||
| Change in valuation of derivatives, equity and preferred securities, net | 1,072 | (17) | |||||||||
| Changes in assets and liabilities, net of effects from acquisitions: | |||||||||||
| Change in reinsurance recoverable | 109 | 72 | |||||||||
| Change in future policy benefits | 445 | (112) | |||||||||
| Change in funds withheld from reinsurers | 617 | 461 | |||||||||
| Net decrease in trade receivables | 27 | (58) | |||||||||
| Net (decrease) increase in reserve for title claim losses | (39) | 54 | |||||||||
| Net change in income taxes | 169 | (86) | |||||||||
| Net change in other assets and other liabilities | (640) | 145 | |||||||||
| Net cash provided by operating activities | 1,495 | 1,516 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sales, calls and maturities of investment securities | 3,541 | 3,334 | |||||||||
| Proceeds from sales of property and equipment | 5 | 3 | |||||||||
| Additions to property and equipment and capitalized software | (77) | (54) | |||||||||
| Purchases of investment securities | (6,958) | (6,226) | |||||||||
| Net (purchases of) proceeds from sales and maturities of short-term investment securities | (1,644) | 334 | |||||||||
| Additions to notes receivable | (94) | (11) | |||||||||
| Collections of notes receivable | 4 | 3 | |||||||||
| Acquisitions and dispositions | (20) | (52) | |||||||||
| Additional investments in unconsolidated affiliates | (741) | (587) | |||||||||
| Distributions from unconsolidated affiliates, return of investment | 93 | 44 | |||||||||
| Net other investing activities | — | 94 | |||||||||
| Net cash used in investing activities | (5,891) | (3,118) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Dividends paid | (245) | (206) | |||||||||
| Subsidiary dividends paid to non-controlling interest shareholders | (8) | (9) | |||||||||
| Exercise of stock options | 8 | 30 | |||||||||
| Net change in secured trust deposits | 239 | 219 | |||||||||
| Additional investment in consolidated subsidiaries | — | 1 | |||||||||
| Payment of contingent consideration for prior period acquisitions | (3) | (2) | |||||||||
| Contractholder account deposits | 4,513 | 4,190 | |||||||||
| Contractholder account withdrawals | (1,744) | (1,575) | |||||||||
| Purchases of treasury stock | (298) | (294) | |||||||||
| Net cash provided by financing activities | 2,462 | 2,354 | |||||||||
| Net (decrease) increase in cash and cash equivalents | (1,934) | 752 | |||||||||
| Cash and cash equivalents at beginning of period | 4,360 | 2,719 | |||||||||
| Cash and cash equivalents at end of period | $ | 2,426 | $ | 3,471 | |||||||
See Notes to Condensed Consolidated Financial Statements
8
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A — Basis of Financial Statements
The financial information in this report presented for interim periods is unaudited and includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” the "Company" or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2021.
Description of the Business
We are a leading provider of (i) title insurance, escrow and other title-related services, including loan sub-servicing, valuations, default services and home warranty products, (ii) technology to the real estate and mortgage industries and (iii) annuity and life insurance products. FNF is one of the nation’s largest title insurance companies operating through its title insurance underwriters - Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Title"), Alamo Title Insurance and National Title Insurance of New York Inc. - which collectively issue more title insurance policies than any other title company in the United States. Through our subsidiary, ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans. We are also a leading provider of insurance solutions serving retail annuity and life customers and institutional clients through our wholly-owned subsidiary, F&G Annuities & Life ("F&G").
For information about our reportable segments refer to Note H Segment Information.
Recent Developments
Note Receivable from Cannae
In November 2017, in conjunction with the split-off of our former portfolio company investments into a separate company, Cannae Holdings, Inc. ("Cannae"), we issued to Cannae a revolver note, which we and Cannae amended and restated on May 12, 2022 (as amended and restated, the "Cannae Revolver").
The Cannae Revolver in the aggregate principal amount of up to $100 million accrues interest quarterly at the Adjusted Term SOFR Rate, as defined in the Amended and Restated Revolver Note, plus 450 basis points and matures on November 17, 2025. The maturity date is automatically extended for additional -year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion.
During the three and six months ended June 30, 2022, Cannae borrowed approximately $85 million under the Cannae Revolver.
We account for the Cannae Revolver as a financing receivable. Interest income is recorded ratably in periods in which principal is outstanding. Uncollectible financing receivables are written off or impaired when, based on all available information, it is probable that a loss has occurred.
F&G Distribution
On March 14, 2022, our Board of Directors approved a dividend to our shareholders, on a pro rata basis, of 15% of the common stock of F&G (the "F&G Distribution"). We intend to retain control of F&G through our approximate 85% ownership stake. The proposed F&G Distribution is intended to be structured as a taxable dividend to our shareholders and is subject to various conditions including the final approval of our Board of Directors, the effectiveness of appropriate filings with the U.S Securities and Exchange Commission (the "SEC"), and any applicable regulatory approvals. The record date and distribution settlement date will be determined by our Board of Directors prior to the distribution. Upon completion of the F&G Distribution, our shareholders as of the record date are expected to own stock in both publicly traded companies. On July 20, 2022, F&G filed its confidential Form 10 registration statement with the SEC. The proposed F&G Distribution is targeted to be completed early in the fourth quarter of 2022. However, there can be no assurance regarding the timeframe for completing the F&G Distribution or that the conditions of the F&G Distribution will be met.
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Income Tax
Income tax expense was $164 million and $176 million in the three months ended June 30, 2022 and 2021, respectively, and $319 million and $342 million in the six months ended June 30, 2022 and 2021, respectively. Income tax expense as a percentage of earnings before income taxes was 30% and 25% in the three months periods ended June 30, 2022 and 2021, respectively, and 29% and 23% in the six months ended June 30, 2022 and 2021, respectively. The increase in income tax expense as a percentage of earnings before taxes in the three months ended June 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes. The increase in income tax expense as a percentage of earnings before taxes in the six months ended June 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of valuation allowances in the 2022 period for tax benefits associated with deferred tax assets related to realized losses on the past sales of discontinued operations and the aforementioned recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes.
Earnings Per Share
Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock and certain other convertible share based payments, which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.
Options or other instruments, which provide the ability to purchase shares of our common stock that are antidilutive, are excluded from the computation of diluted earnings per share. There were fewer than 1 million antidilutive instruments outstanding during the three and six months ended June 30, 2022 and 2021.
Recent Accounting Pronouncements
Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts, as clarified and amended by ASU 2019-09, Financial Services-Insurance: Effective Date and ASU 2020-11, Financial Services-Insurance: Effective Date and Early Application, effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. This update introduced the following requirements: assumptions used to measure cash flows for traditional and limited-payment contracts must be reviewed at least annually with the effect of changes in those assumptions being recognized in the statement of operations; the discount rate applied to measure the liability for future policy benefits and limited-payment contracts must be updated at each reporting date with the effect of changes in the rate being recognized in other comprehensive income; market risk benefits associated with deposit contracts must be measured at fair value, with the effect of the change in the fair value attributable to a change in the instrument-specific credit risk being recognized in other comprehensive income; deferred acquisition costs are no longer required to be amortized in proportion to premiums, gross profits, or gross margins; instead, those balances must be amortized on a constant level basis over the expected term of the related contracts; deferred acquisition costs must be written off for unexpected contract terminations; and disaggregated rollforwards of beginning to ending balances of the liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities and deferred acquisition costs, as well as information about significant inputs, judgments, assumptions, and methods used in measurement are required to be disclosed. The amendments in this ASU may be early adopted as of the beginning of an annual reporting period for which financial statements have not yet been issued, including interim financial statements.
We have identified specific areas that will be impacted by the new guidance. This guidance will bring significant changes to how we account for certain insurance and annuity products within our business and expand disclosures. As part of the implementation process, to date our progress includes, but is not limited to the following: identifying and documenting contracts and contract features in scope of the guidance; identifying
10
actuarial models, systems, and processes to be updated; building models; evaluating and finalizing key accounting policies; evaluating transition requirements; and establishing and documenting appropriate internal controls. We will not early adopt this standard and have selected the full retrospective transition method, which requires the new guidance be applied as of the beginning of the earliest period presented or January 1, 2021, referred to as the transition date. The impacts of this guidance to the consolidated financial statements are subject to market conditions, such as interest rate levels. We have begun to generate and review results for historical periods from our actuarial models which will allow us to quantify the impact to our consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the Troubled Debt Restructuring ("TDR") recognition and measurement guidance for creditors and, instead, require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, these amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. The guidance is effective for entities that have adopted ASU 2016-13 Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption is permitted. We do not currently expect to early adopt this standard and are in the process of assessing this standard and its impact on our accounting and disclosures.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction and clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. Additionally, the amendments require the following disclosures for equity securities subject to contractual sale restrictions: the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, the nature and remaining duration of the restriction(s), and the circumstances that could cause a lapse in the restriction(s). The amendments in this update do not change the principles of fair value measurement, rather, they clarify those principles when measuring the fair value of an equity security subject to a contractual sale restriction and improve current GAAP by reducing diversity in practice, reducing the cost and complexity in measuring fair value, and increasing comparability of financial information across reporting entities that hold those investments. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, though early adoption is permitted. We do not currently expect to early adopt this standard and are in the process of assessing this standard and its impact on our accounting and disclosures.
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Note B — Summary of Reserve for Title Claim Losses
A summary of the reserve for title claim losses follows:
| Six months ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (Dollars in millions) | |||||||||||
| Beginning balance | $ | 1,883 | $ | 1,623 | |||||||
| Change in insurance recoverable | (108) | (22) | |||||||||
| Claim loss provision related to: | |||||||||||
| Current year | 177 | 178 | |||||||||
| Total title claim loss provision | 177 | 178 | |||||||||
| Claims paid, net of recoupments related to: | |||||||||||
| Current year | (7) | (2) | |||||||||
| Prior years | (102) | (100) | |||||||||
| Total title claims paid, net of recoupments | (109) | (102) | |||||||||
| Ending balance of claim loss reserve for title insurance | $ | 1,843 | $ | 1,677 | |||||||
| Provision for title insurance claim losses as a percentage of title insurance premiums | 4.5 | % | 4.5 | % | |||||||
Several lawsuits have been filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its principal (collectively, the “Named Companies”). Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain through her former company, ANI Development LLC (“ANI”), or other affiliates to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses. Plaintiffs contend they were told that under California state law, alcoholic beverage license applicants are required to deposit into escrow an amount equal to the license purchase price while their applications remain pending with the State. Plaintiffs further alleged that employees of Chicago Title Company participated with Ms. Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which some of the plaintiffs’ funds were deposited.
In connection with the alcoholic beverage license scheme, a lawsuit styled, Securities and Exchange Commission v. Gina Champion-Cain and ANI Development, LLC, was filed in the United States District Court for the Southern District of California asserting claims for securities fraud against Ms. Champion-Cain and certain of her affiliated entities. A receiver was appointed by the court to preserve the assets of the defendant affiliated entities (the “receivership entities”), pay their debts, operate the businesses and pursue any claims they may have against third-parties. Pursuant to the authority granted to her by the federal court, on January 7, 2022, a lawsuit styled, Krista Freitag v. Chicago Title Co. and Chicago Title Ins. Co., was filed in San Diego County Superior Court by the receiver on behalf of the receivership entities against the Named Companies. The receiver seeks compensatory, incidental, consequential, and punitive damages, and seeks the recovery of attorneys’ fees. In turn, the Named Companies petitioned the Federal Court to sue ANI, via the receiver, to pursue indemnity and other claims against the receivership entities as joint tortfeasors, which was granted. On April 26, 2022, the Named Companies reached a conditional settlement with the receiver and several other investor claimants, which if approved by the federal court, will bar any future claims against the Named Companies related to the alcoholic beverage license scheme. The Named Companies and the receiver agreed to stay the action pending the hearing to approve the settlement which is scheduled for August 29, 2022.
The following lawsuits remain pending in the Superior Court of San Diego County for the State of California, most of which involve claimants who have objected to the Named Companies’ settlement with the receiver. Discovery is ongoing, and the cases were initially set for jury trial on December 2, 2022. The trial date has been continued, and it is expected to be reset for a date in March or April 2023. While they have not been consolidated into one action, they have been deemed by the court to be related and are assigned to the same judge for purposes of judicial economy.
On December 13, 2019, a lawsuit styled, Kim Funding, LLC, Kim H. Peterson, Joseph J. Cohen, ABC Funding Strategies, LLC, Payson R. Stevens; Kamaljit K. Kapur and The Payson R. Stevens & Kamaljit Kaur Kapur Trust Dated March 28, 2014 v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in San Diego County Superior Court. Plaintiffs claim losses
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of more than $250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages, as well as the recovery of attorneys' fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others. The Named Companies have reached a conditional settlement with members of ABC Funding Strategies, LLC plaintiffs under confidential terms.
On March 6, 2020, a lawsuit styled, Wakefield Capital, LLC, Wakefield Investments, LLC, 2Budz Holding, LLC, Doug and Kristine Heidrich, and Jeff and Heidi Orr v. Chicago Title Co. and Chicago Title Ins. Co., was filed in San Diego County Superior Court. Plaintiffs claim losses in excess of $7 million as a result of the alleged fraud scheme, and also seek punitive damages, recovery of attorneys’ fees, and disgorgement.
On June 29, 2020, a lawsuit styled, Susan Heller Fenley Separate Property Trust, DTD 03/04/2010, Susan Heller Fenley Inherited Roth IRA, Shelley Lynn Tarditi Trust and ROJ, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in San Diego County Superior Court. Plaintiffs claim losses in excess of $6 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others.
On July 7, 2020, a cross-claim styled, Laurie Peterson v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in an existing lawsuit styled, Banc of California, National Association v. Laurie Peterson, which is pending in San Diego County Superior Court. Cross-complaint plaintiff was sued by a bank to recover in excess of $35 million that she allegedly guaranteed to repay for certain investments made by the Banc of California in the alcoholic beverage license scheme. Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $250 million in monetary losses as well as exemplary damages and attorneys’ fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain and others, and the Named Companies have been substituted in as the Plaintiff following a settlement with the bank.
On September 3, 2020, a cross-claim styled, Kim H. Peterson Trustee of the Peterson Family Trust dated April 14 1992 v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in an existing lawsuit styled, CalPrivate Bank v. Kim H. Peterson Trustee of the Peterson Family Trust dated April 14 1992, which is pending in Superior Court of San Diego County for the State of California. Cross-complaint plaintiff was sued by a bank to recover in excess of $12 million that the trustee allegedly guaranteed to repay for certain investments made by CalPrivate Bank in the alcoholic beverage license scheme. Cross-complaint plaintiff has, in turn, sued the Named Companies in that action seeking in excess of $250 million in monetary losses as well as exemplary damages and attorneys’ fees.
On November 2, 2020, a lawsuit styled, CalPrivate Bank v. Chicago Title Co. and Chicago Title Ins. Co., was also filed in the Superior Court of San Diego County for the State of California. Plaintiff claims losses in excess of $12 million based upon business loan advances made in the alcoholic beverage license scheme and seeks punitive damages and the recovery of attorneys’ fees. The Named Companies have filed a cross-complaint against Ms. Champion-Cain, and others.
Chicago Title Company has also resolved a number of other pre-suit claims and previously-disclosed lawsuits from both individual and groups of alleged investors under confidential terms. Based on the facts and circumstances of the remaining claims, including the settlements already reached, we have recorded reserves included in our reserve for title claim losses, which we believe are adequate to cover losses related to this matter, and believe that our reserves for title claim losses are adequate.
We continually update loss reserve estimates as new information becomes known, new loss patterns emerge or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors.
Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate.
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Note C — Fair Value of Financial Instruments
Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or non-performance risk, which may include our own credit risk. We estimate an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market for that asset or liability in the absence of a principal market as opposed to the price that would be paid to acquire the asset or assume a liability (“entry price”). We categorize financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level 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.
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.
14
The carrying amounts and estimated fair values of our financial instruments for which the disclosure of fair values is required, including financial assets and liabilities measured and carried at fair value on a recurring basis, with the exception of investment contracts, portions of other long-term investments and debt, which are disclosed later within this footnote, was summarized according to the hierarchy previously described, as follows (in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | Carrying Amount | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,426 | $ | — | $ | — | $ | 2,426 | $ | 2,426 | |||||||||||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||||||||||||||||||||
| Asset-backed securities | — | 4,771 | 4,677 | 9,448 | 9,448 | ||||||||||||||||||||||||
| Commercial mortgage-backed securities | — | 3,016 | 37 | 3,053 | 3,053 | ||||||||||||||||||||||||
| Corporates | 40 | 12,770 | 1,374 | 14,184 | 14,184 | ||||||||||||||||||||||||
| Hybrids | 118 | 651 | — | 769 | 769 | ||||||||||||||||||||||||
| Municipals | — | 1,278 | 33 | 1,311 | 1,311 | ||||||||||||||||||||||||
| Residential mortgage-backed securities | — | 893 | 9 | 902 | 902 | ||||||||||||||||||||||||
| U.S. Government | 530 | — | — | 530 | 530 | ||||||||||||||||||||||||
| Foreign Governments | — | 219 | 16 | 235 | 235 | ||||||||||||||||||||||||
| Short term investments | 1,814 | 774 | — | 2,588 | 2,588 | ||||||||||||||||||||||||
| Preferred securities | 411 | 741 | 1 | 1,153 | 1,153 | ||||||||||||||||||||||||
| Equity securities | 701 | — | 10 | 711 | 711 | ||||||||||||||||||||||||
| Derivative investments | — | 145 | — | 145 | 145 | ||||||||||||||||||||||||
| Reinsurance related embedded derivative, included in other assets | — | 191 | — | 191 | 191 | ||||||||||||||||||||||||
| Other long-term investments | — | — | 72 | 72 | 72 | ||||||||||||||||||||||||
| Total financial assets at fair value | $ | 6,040 | $ | 25,449 | $ | 6,229 | $ | 37,718 | $ | 37,718 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||
| FIA/ IUL embedded derivatives, included in contractholder funds | — | — | 2,941 | 2,941 | 2,941 | ||||||||||||||||||||||||
| Total financial liabilities at fair value | $ | — | $ | — | $ | 2,941 | $ | 2,941 | $ | 2,941 | |||||||||||||||||||
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| December 31, 2021 | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | Carrying Amount | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 4,360 | $ | — | $ | — | $ | 4,360 | $ | 4,360 | |||||||||||||||||||
| Fixed maturity securities, available-for-sale: | |||||||||||||||||||||||||||||
| Asset-backed securities | — | 4,736 | 3,959 | 8,695 | 8,695 | ||||||||||||||||||||||||
| Commercial mortgage-backed securities | — | 2,944 | 35 | 2,979 | 2,979 | ||||||||||||||||||||||||
| Corporates | 37 | 15,322 | 1,135 | 16,494 | 16,494 | ||||||||||||||||||||||||
| Hybrids | 132 | 780 | — | 912 | 912 | ||||||||||||||||||||||||
| Municipals | — | 1,458 | 43 | 1,501 | 1,501 | ||||||||||||||||||||||||
| Residential mortgage-backed securities | — | 731 | — | 731 | 731 | ||||||||||||||||||||||||
| U.S. Government | 394 | — | — | 394 | 394 | ||||||||||||||||||||||||
| Foreign Governments | — | 266 | 18 | 284 | 284 | ||||||||||||||||||||||||
| Short term investments | 168 | 2 | 321 | 491 | 491 | ||||||||||||||||||||||||
| Preferred securities | 506 | 893 | 2 | 1,401 | 1,401 | ||||||||||||||||||||||||
| Equity securities | 1,206 | — | 9 | 1,215 | 1,215 | ||||||||||||||||||||||||
| Derivative investments | — | 816 | — | 816 | 816 | ||||||||||||||||||||||||
| Other long-term investments | — | — | 78 | 78 | 78 | ||||||||||||||||||||||||
| Total financial assets at fair value | $ | 6,803 | $ | 27,948 | $ | 5,600 | $ | 40,351 | $ | 40,351 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||
| FIA/ IUL embedded derivatives, included in contractholder funds | — | — | 3,883 | 3,883 | 3,883 | ||||||||||||||||||||||||
| Reinsurance related embedded derivatives, included in accounts payable and accrued liabilities | — | 73 | — | 73 | 73 | ||||||||||||||||||||||||
| Total financial liabilities at fair value | $ | — | $ | 73 | $ | 3,883 | $ | 3,956 | $ | 3,956 | |||||||||||||||||||
Valuation Methodologies
Cash and Cash Equivalents
The carrying amounts reported in the unaudited Condensed Consolidated Balance Sheets for these instruments approximate fair value.
Fixed Maturity Preferred and Equity Securities
We measure the fair value of our securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity, preferred or equity security, and we will then consistently apply the valuation methodology to measure the security’s fair value. Our fair value measurement is based on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. Sources of inputs to the market approach include third-party pricing services, independent broker quotations, or pricing matrices. We use observable and unobservable inputs in our valuation methodologies. Observable inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. In addition, market indicators and industry and economic events are monitored and further market data will be acquired when certain thresholds are met.
For certain security types, additional inputs may be used, or some of the inputs described above may not be applicable. The significant input used in the fair value measurement of equity securities for which the market approach valuation technique is employed is yield for comparable securities. Increases or decreases in the yields would result in lower or higher, respectively, fair value measurements. For broker-quoted only securities, quotes from market makers or broker-dealers are obtained from sources recognized to be market participants. We believe the broker quotes are prices at which trades could be executed based on historical trades executed at broker-quoted or slightly higher prices.
We analyze the third-party valuation methodologies and related inputs to perform assessments to determine the appropriate level within the fair value hierarchy. However, we did not adjust prices received from third parties as of June 30, 2022 or December 31, 2021.
16
Certain equity investments are measured using NAV as a practical expedient in determining fair value.
Derivative Financial Instruments
The fair value of call options is based upon valuation pricing models, which represents what we would expect to receive or pay at the balance sheet date if we canceled the options, entered into offsetting positions, or exercised the options. Fair values for these instruments are determined internally, based on industry accepted valuation pricing models, which use market-observable inputs, including interest rates, yield curve volatilities, and other factors.
The fair value of futures contracts (specifically for FIA contracts) represents the cumulative unsettled variation margin (open trade equity, net of cash settlements), which represents what we would expect to receive or pay at the balance sheet date if we canceled the contracts or entered into offsetting positions. These contracts are classified as Level 1.
The fair value measurement of the FIA/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 June 30, 2022 was applied to the 2012 Individual Annuity mortality tables. Increases or decreases in the market value of an option in isolation would result in a higher or lower, respectively, fair value measurement. Increases or decreases in treasury rates, mortality multiplier, surrender rates, or non-performance spread in isolation would result in a lower or higher fair value measurement, respectively. Generally, a change in any one unobservable input would not directly result in a change in any other unobservable input.
The fair value of the reinsurance-related embedded derivatives in the funds withheld reinsurance agreements with Kubera Insurance (SAC) Ltd. ("Kubera") (effective October 31, 2021, this agreement was novated from Kubera to Somerset Reinsurance Ltd. ("Somerset"), a certified third party reinsurer) and ASPIDA Life Re Ltd ("Aspida Re") are estimated based upon the fair value of the assets supporting the funds withheld from reinsurance liabilities. The fair value of the assets is based on a quoted market price of similar assets (Level 2), and therefore the fair value of the embedded derivative is based on market-observable inputs and classified as Level 2. See Note L F&G Reinsurance for further discussion on F&G reinsurance agreements.
Other long-term investments
We hold a fund-linked note, which provides for an additional payment at maturity based on the value of an embedded derivative based on the actual return of a dedicated return fund. Fair value of the embedded derivative is based on an unobservable input, the net asset value of the fund at the balance sheet date. The embedded derivative is similar to a call option on the net asset value of the fund with a strike price of zero since F&G will not be required to make any additional payments at maturity of the fund-linked note in order to receive the net asset value of the fund on the maturity date. A Black-Scholes model determines the net asset value of the fund as the fair value of the call option regardless of the values used for the other inputs to the option pricing model. The net asset value of the fund is provided by the fund manager at the end of each calendar month and represents the value an investor would receive if it withdrew its investment on the balance sheet date. Therefore, the key unobservable input used in the Black-Scholes model is the value of the fund. As the value of the fund increases or decreases, the fair value of the embedded derivative will increase or decrease. See further discussion on the available-for-sale embedded derivative in Note E Derivative Financial Instruments.
The fair value of the credit-linked note is based on a weighted average of a broker quote and a discounted cash flow analysis. The discounted cash flow approach is based on the expected portfolio cash flows and amortization schedule reflecting investment expectations, adjusted for assumptions on the portfolio's default and recovery rates, and the note's discount rate. The fair value of the note is provided by the fund manager at the end of each quarter.
Quantitative information regarding significant unobservable inputs used for recurring Level 3 fair value measurements of financial instruments carried at fair value as of June 30, 2022 and December 31, 2021 are as follows:
17
| Fair Value at | Valuation Technique | Unobservable Input(s) | Range (Weighted average) | ||||||||||||||||||||
| June 30, 2022 | |||||||||||||||||||||||
| (in millions) | June 30, 2022 | ||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Asset-backed securities | $ | 4,517 | Broker-quoted | Offered quotes | 41.02% - 228.74% (92.19%) | ||||||||||||||||||
| Asset-backed securities | 160 | Third-Party Valuation | Offered quotes | 66.37% - 100.34% (98.38%) | |||||||||||||||||||
| Commercial mortgage-backed securities | 21 | Broker-quoted | Offered quotes | 112.82% - 112.82% (112.82%) | |||||||||||||||||||
| Commercial mortgage-backed securities | 16 | Third-Party Valuation | Offered quotes | 71.25% - 88.63% (81.41%) | |||||||||||||||||||
| Corporates | 602 | Broker-quoted | Offered quotes | 0.00% - 108.46% (92.11%) | |||||||||||||||||||
| Corporates | 17 | Discounted Cash Flow | Discount Rate | 44.00% - 100.00% (77.00%) | |||||||||||||||||||
| Corporates | 755 | Third-Party Valuation | Offered quotes | 75.42% - 124.99% (94.59%) | |||||||||||||||||||
| Municipals | 33 | Third-Party Valuation | Offered quotes | 106.40% - 106.40% (106.40%) | |||||||||||||||||||
| Residential mortgage-backed securities | 9 | Broker-quoted | Offered quotes | 0.00% - 93.02% (93.02%) | |||||||||||||||||||
| Foreign Governments | 16 | Third-Party Valuation | Offered quotes | 98.73% - 99.59% (99.32%) | |||||||||||||||||||
| Preferred securities | 1 | Discounted Cash Flow | Discount rate | 100.00% - 100.00% (100.00%) | |||||||||||||||||||
| Equity securities | 6 | Broker Quoted | Offered quotes | $60.50 - $60.50 ($60.50) | |||||||||||||||||||
| Equity securities | 4 | Discounted Cash Flow | Discount rate | 11.10% - 11.10% (11.10%) | |||||||||||||||||||
| Market Comparable Company Analysis | EBITDA multiple | 5.5x - 5.5x (5.5x) | |||||||||||||||||||||
| Other long-term investments: | |||||||||||||||||||||||
| Available-for-sale embedded derivative | 24 | 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 | 17 | Broker-quoted | Offered quotes | 100.00% | |||||||||||||||||||
| Investment in affiliate | 21 | Market Comparable Company Analysis | EBITDA multiple | 8x-8x | |||||||||||||||||||
| Total financial assets at fair value | $ | 6,229 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivative investments: | |||||||||||||||||||||||
| FIA/ IUL embedded derivatives, included in contractholder funds | $ | 2,941 | Discounted cash flow | Market value of option | 0.00% - 23.28% (0.48%) | ||||||||||||||||||
| Swap rates | 1.28% - 3.38% (2.33%) | ||||||||||||||||||||||
| Mortality multiplier | 100.00% - 100.00% (100.00%) | ||||||||||||||||||||||
| Surrender rates | 0.25% - 70.00% (6.38%) | ||||||||||||||||||||||
| Partial withdrawals | 2.00% - 29.41% (2.74%) | ||||||||||||||||||||||
| Non-performance spread | 0.76% - 1.64% (1.50%) | ||||||||||||||||||||||
| Option cost | 0.00% - 4.97% (1.86%) | ||||||||||||||||||||||
| Total financial liabilities at fair value | $ | 2,941 | |||||||||||||||||||||
18
| Fair Value at | Valuation Technique | Unobservable Input(s) | Range (Weighted average) | ||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||
| (in millions) | December 31, 2021 | ||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Asset-backed securities | $ | 3,844 | Broker-quoted | Offered quotes | 52.56% - 260.70% (97.06%) | ||||||||||||||||||
| Asset-backed securities | 115 | Third-Party Valuation | Offered quotes | 93.02% - 108.45% (104.95%) | |||||||||||||||||||
| Commercial mortgage-backed securities | 24 | Broker-quoted | Offered quotes | 126.70% - 126.70% (126.70%) | |||||||||||||||||||
| Commercial mortgage-backed securities | 11 | Third Party Valuation | Offered quotes | 97.91% - 97.91% (97.91%) | |||||||||||||||||||
| Corporates | 380 | Broker-quoted | Offered quotes | 0.00% - 109.69% (100.91%) | |||||||||||||||||||
| Corporates | 741 | Third-Party Valuation | Offered quotes | 85.71% - 119.57% (107.72%) | |||||||||||||||||||
| Corporates | 14 | Discounted Cash Flow | Discount Rate | 44.00% - 100.00% (62.00%) | |||||||||||||||||||
| Municipals | 43 | Third-Party Valuation | Offered quotes | 135.09% - 135.09% (135.09%) | |||||||||||||||||||
| Foreign Governments | 18 | Third-Party Valuation | Offered quotes | 107.23% - 116.44% (110.11%) | |||||||||||||||||||
| Short term investments | 321 | Broker-quoted | Offered quotes | 100.00% - 100.00% (100.00%) | |||||||||||||||||||
| Preferred securities | 2 | Income-Approach | Yield | 2.43% | |||||||||||||||||||
| Equity securities | 3 | Broker Quoted | Offered quotes | $6.23 - $6.23 ($6.23) | |||||||||||||||||||
| Equity securities | 2 | Black Scholes model | Risk Free Rate | 1.00% -1.00% (1.00%) | |||||||||||||||||||
| Strike Price | $1.50 - $1.50 ($1.50) | ||||||||||||||||||||||
| Volatility | 81.00% - 81.00% (81.00%) | ||||||||||||||||||||||
| Dividend Yield | 0.00% - 0.00% (0.00%) | ||||||||||||||||||||||
| Equity securities | 4 | Discounted Cash Flow | Discount rate | 12.70% - 12.70% (12.70%) | |||||||||||||||||||
| Market Comparable Company Analysis | EBITDA multiple | 5.9x - 5.9x (5.9x) | |||||||||||||||||||||
| Other long-term investments: | |||||||||||||||||||||||
| Available-for-sale embedded derivative | 34 | Black Scholes model | Market value of fund | 100.00% | |||||||||||||||||||
| Credit Linked Note | 23 | Broker-quoted | Offered quotes | 100.00% | |||||||||||||||||||
| Investment in affiliate | 21 | Market Comparable Company Analysis | EBITDA multiple | 8x-8x | |||||||||||||||||||
| Total financial assets at fair value | $ | 5,600 | |||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivative investments: | |||||||||||||||||||||||
| FIA/ IUL embedded derivatives, included in contractholder funds | 3,883 | Discounted cash flow | Market value of option | 0.00% - 38.72% (3.16%) | |||||||||||||||||||
| Swap rates | 0.05% - 1.94% (1.00%) | ||||||||||||||||||||||
| Mortality multiplier | 100.00% - 100.00% (100.00%) | ||||||||||||||||||||||
| Surrender rates | 0.25% - 70.00% (6.26%) | ||||||||||||||||||||||
| Partial withdrawals | 2.00% - 23.26% (2.72%) | ||||||||||||||||||||||
| Non-performance spread | 0.43% - 1.01% (0.68%) | ||||||||||||||||||||||
| Option cost | 0.07% - 4.97% (1.83%) | ||||||||||||||||||||||
| Total financial liabilities at fair value | $ | 3,883 | |||||||||||||||||||||
19
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 six months ended June 30, 2022 and 2021. This summary excludes any impact of amortization of value of business acquired (“VOBA”), deferred acquisition cost (“DAC”), and deferred sales inducements (“DSI”). The gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology.
| Three months ended June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Beginning of Period | Total Gains (Losses) | Purchases | Sales | Settlements | Net transfer In (Out) of Level 3 (a) | Balance at End of Period | Change in Unrealized Gains (Losses) Incl in OCI | ||||||||||||||||||||||||||||||||||||||||||||||
| Included in Earnings | Included in AOCI | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed maturity securities available-for-sale: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 4,161 | $ | 1 | $ | (142) | $ | 827 | $ | (39) | $ | (126) | $ | (5) | $ | 4,677 | $ | (153) | |||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 40 | — | (3) | — | — | — | — | 37 | (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Corporates | 1,141 | — | (64) | 307 | — | (6) | (4) | 1,374 | (61) | ||||||||||||||||||||||||||||||||||||||||||||
| Municipals | 37 | — | (4) | — | — | — | — | 33 | (4) | ||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | — | — | — | 9 | — | — | — | 9 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign Governments | 17 | — | (1) | — | — | — | — | 16 | (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Short term investments | 19 | — | — | — | — | — | (19) | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred securities | 1 | — | — | — | — | — | — | 1 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Equity securities | 10 | — | — | 1 | (1) | — | — | 10 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other long-term investments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale embedded derivative | 30 | (6) | — | — | — | — | — | 24 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Investment in affiliate | 21 | — | — | — | — | — | — | 21 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Credit linked note | 19 | — | — | — | — | (2) | — | 17 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Secured borrowing receivable | — | — | — | — | — | — | 10 | 10 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total Level 3 assets at fair value | $ | 5,496 | $ | (5) | $ | (214) | $ | 1,144 | $ | (40) | $ | (134) | $ | (18) | $ | 6,229 | $ | (221) | |||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIA/ IUL embedded derivatives, included in contractholder funds | 3,395 | (454) | — | — | — | — | — | 2,941 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total Level 3 liabilities at fair value | $ | 3,395 | $ | (454) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 2,941 | $ | — | |||||||||||||||||||||||||||||||||||
(a) The net transfers out of Level 3 during the three months ended June 30, 2022 were exclusively to Level 2.
20
| Three months ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Beginning of Period | Total Gains (Losses) | Purchases | Sales | Settlements | Net transfer In (Out) of Level 3 (a) | Balance at End of Period | Change in Unrealized Gains (Losses) Incl in OCI | ||||||||||||||||||||||||||||||||||||||||||||||
| Included in Earnings | Included in AOCI | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed maturity securities available-for-sale: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 1,593 | $ | — | $ | 20 | $ | 813 | $ | — | $ | (90) | $ | (27) | $ | 2,309 | $ | 18 | |||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 25 | — | — | — | — | — | — | 25 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Corporates | 1,247 | 2 | 16 | 18 | (7) | (76) | 1 | 1,201 | 18 | ||||||||||||||||||||||||||||||||||||||||||||
| Municipals | 41 | — | 2 | — | — | — | — | 43 | 3 | ||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 487 | — | (10) | 5 | — | (39) | — | 443 | (6) | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign Governments | 17 | — | — | — | — | — | — | 17 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Short-Term | — | — | 1 | 302 | — | — | — | 303 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Equity and preferred securities | 10 | — | 1 | — | (1) | — | — | 10 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other long-term investments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale embedded derivative | 28 | 2 | — | — | — | — | — | 30 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Credit linked note | 19 | — | — | — | — | — | — | 19 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total assets at Level 3 fair value | $ | 3,467 | $ | 4 | $ | 30 | $ | 1,138 | $ | (8) | $ | (205) | $ | (26) | $ | 4,400 | $ | 33 | |||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Future policy benefits (FSRC) | $ | 4 | $ | — | $ | — | $ | — | $ | (4) | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||
| FIA embedded derivatives, included in contractholder funds | 3,293 | 466 | — | — | — | — | — | 3,759 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities at Level 3 fair value | $ | 3,297 | $ | 466 | $ | — | $ | — | $ | (4) | $ | — | $ | — | $ | 3,759 | $ | — | |||||||||||||||||||||||||||||||||||
21
| Six months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Beginning of Period | Total Gains (Losses) | Purchases | Sales | Settlements | Net transfer In (Out) of Level 3 (a) | Balance at End of Period | Change in Unrealized Included in OCI | |||||||||||||||||||||||||||||||||||||||||||||||||
| Included in Earnings | Included in AOCI | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed maturity securities available-for-sale: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 3,959 | $ | 1 | $ | (272) | $ | 1,227 | $ | (39) | $ | (278) | $ | 79 | $ | 4,677 | $ | (291) | ||||||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 35 | — | (5) | — | — | — | 7 | 37 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporates | 1,135 | — | (137) | 386 | — | (32) | 22 | 1,374 | (134) | |||||||||||||||||||||||||||||||||||||||||||||||
| Hybrids | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Municipals | 43 | — | (10) | — | — | — | — | 33 | (9) | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | — | — | — | 9 | — | — | — | 9 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Governments | 18 | — | (2) | — | — | — | — | 16 | (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Short-Term | 321 | — | (1) | 20 | — | — | (340) | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Preferred securities | 2 | — | (1) | — | — | — | — | 1 | (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity securities | 9 | — | — | 1 | — | — | — | 10 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other long-term investments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale embedded derivative | 34 | (10) | — | — | — | — | — | 24 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment in affiliate | 21 | — | — | — | — | — | — | 21 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Credit linked note | 23 | — | (3) | — | — | (3) | — | 17 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Secured borrowing receivable | — | — | — | — | — | — | 10 | 10 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total assets at Level 3 fair value | $ | 5,600 | $ | (9) | $ | (431) | $ | 1,643 | $ | (39) | $ | (313) | $ | (222) | $ | 6,229 | $ | (441) | ||||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FIA embedded derivatives, included in contractholder funds | 3,883 | (942) | — | — | — | — | — | 2,941 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities at Level 3 fair value | $ | 3,883 | $ | (942) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 2,941 | $ | — | ||||||||||||||||||||||||||||||||||||||
(a) The net transfers out of Level 3 during the six months ended June 30, 2022 were to Level 2, except for the net transfers out related to our other long-term investment, which was to Level 1.
22
| Six months ended June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Beginning of Period | Total Gains (Losses) | Purchases | Sales | Settlements | Net transfer In (Out) of Level 3 (a) | Balance at End of Period | Change in Unrealized Included in OCI | ||||||||||||||||||||||||||||||||||||||||||||||
| Included in Earnings | Included in AOCI | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed maturity securities available-for-sale: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 1,350 | $ | — | $ | (3) | $ | 1,171 | $ | — | $ | (182) | $ | (27) | $ | 2,309 | $ | 14 | |||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | 26 | — | (1) | — | — | — | — | 25 | 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Corporates | 1,289 | 9 | (26) | 57 | (8) | (107) | (13) | 1,201 | 37 | ||||||||||||||||||||||||||||||||||||||||||||
| Hybrids | 4 | — | — | — | — | (4) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Municipals | 43 | — | — | — | — | — | — | 43 | 7 | ||||||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 483 | — | 2 | 10 | — | (52) | — | 443 | 21 | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign Governments | 17 | — | — | — | — | — | — | 17 | 2 | ||||||||||||||||||||||||||||||||||||||||||||
| Short-Term | — | — | 1 | 302 | — | — | — | 303 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Equity and preferred securities | 5 | 2 | 1 | 2 | — | — | — | 10 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other long-term investments: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale embedded derivative | 27 | 3 | — | — | — | — | — | 30 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Credit linked note | 23 | — | (4) | — | — | — | — | 19 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total assets at Level 3 fair value | $ | 3,267 | $ | 14 | $ | (30) | $ | 1,542 | $ | (8) | $ | (345) | $ | (40) | $ | 4,400 | $ | 82 | |||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Future policy benefits (FSRC) | $ | 5 | $ | — | $ | — | $ | — | $ | (4) | $ | (1) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||
| FIA embedded derivatives, included in contractholder funds | 3,404 | 355 | — | — | — | — | — | 3,759 | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities at Level 3 fair value | $ | 3,409 | $ | 355 | $ | — | $ | — | $ | (4) | $ | (1) | $ | — | $ | 3,759 | $ | — | |||||||||||||||||||||||||||||||||||
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.
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.
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Company Owned Life Insurance
Company owned life insurance ("COLI") is a life insurance program used to finance certain employee benefit expenses. The fair value of COLI is based on net realizable value, which is generally cash surrender value. COLI is classified as Level 3 within the fair value hierarchy.
Other Invested Assets (included within Other long-term investments)
The fair value of bank loans is estimated using a discounted cash flow method with the discount rate based on weighted average cost of capital ("WACC"). This yield-based approach is sourced from a third-party vendor and the WACC establishes a market participant discount rate by determining the hypothetical capital structure for the asset should it be underwritten as of each period end. Other invested assets are classified as Level 3 within the fair value hierarchy.
Investment Contracts
Investment contracts include deferred annuities (FIAs and fixed rate annuities), indexed universal life policies ("IULs"), funding agreements and PRT and immediate annuity contracts without life contingencies. The FIA/ IUL embedded derivatives, included in contractholder funds, are excluded as they are carried at fair value. The fair value of the FIA, fixed rate annuity and IUL contracts is based on their cash surrender value (i.e. the cost the Company would incur to extinguish the liability) as these contracts are generally issued without an annuitization date. The fair value of funding agreements and PRT and immediate annuity contracts without life contingencies is derived by calculating a new fair value interest rate using the updated yield curve and treasury spreads as of the respective reporting date. The Company is not required to, and has not, estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosures of fair value.
Other
Federal Home Loan Bank of Atlanta ("FHLB") common stock, Accounts receivable and Notes receivable are carried at cost, which approximates fair value. FHLB common stock is classified as Level 2 within the fair value hierarchy. Accounts receivable and Notes receivable are classified as Level 3 within the fair value hierarchy.
Debt
The fair value of debt is based on quoted market prices. The inputs used to measure the fair value of our outstanding debt are classified as Level 2 within the fair value hierarchy.
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.
| June 30, 2022 | |||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Estimated Fair Value | Carrying Amount | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| FHLB common stock | $ | — | $ | 90 | $ | — | $ | 90 | $ | 90 | |||||||||||||||||||
| Commercial mortgage loans | — | — | 2,119 | 2,119 | 2,315 | ||||||||||||||||||||||||
| Residential mortgage loans | — | — | 1,971 | 1,971 | 2,122 | ||||||||||||||||||||||||
| Policy loans | — | — | 44 | 44 | 44 | ||||||||||||||||||||||||
| Other invested assets | — | — | 69 | 69 | 69 | ||||||||||||||||||||||||
| Company-owned life insurance | — | — | 352 | 352 | 352 | ||||||||||||||||||||||||
| Trade and notes receivables, net of allowance | — | — | 616 | 616 | 616 | ||||||||||||||||||||||||
| Total | $ | — | $ | 90 | $ | 5,171 | $ | 5,261 | $ | 5,608 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Investment contracts, included in contractholder funds | $ | — | $ | — | $ | 31,550 | $ | 31,550 | $ | 34,990 | |||||||||||||||||||
| Debt | — | 2,711 | — | 2,711 | 3,094 | ||||||||||||||||||||||||
| Total | $ | — | $ | 2,711 | $ | 31,550 | $ | 34,261 | $ | 38,084 | |||||||||||||||||||
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| December 31, 2021 | |||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Estimated Fair Value | Carrying Amount | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| FHLB common stock | $ | — | $ | 72 | $ | — | $ | 72 | $ | 72 | |||||||||||||||||||
| Commercial mortgage loans | — | — | 2,265 | 2,265 | 2,168 | ||||||||||||||||||||||||
| Residential mortgage loans | — | — | 1,549 | 1,549 | 1,581 | ||||||||||||||||||||||||
| Policy loans | — | — | 39 | 39 | 39 | ||||||||||||||||||||||||
| Other invested assets | — | — | 57 | 57 | 57 | ||||||||||||||||||||||||
| Company-owned life insurance | — | — | 333 | 333 | 333 | ||||||||||||||||||||||||
| Trade and notes receivables, net of allowance | — | — | 557 | 557 | 557 | ||||||||||||||||||||||||
| Total | $ | — | $ | 72 | $ | 4,800 | $ | 4,872 | $ | 4,807 | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Investment contracts, included in contractholder funds | $ | — | $ | — | $ | 27,448 | $ | 27,448 | $ | 31,529 | |||||||||||||||||||
| Debt | — | 3,218 | — | 3,218 | 3,096 | ||||||||||||||||||||||||
| Total | $ | — | $ | 3,218 | $ | 27,448 | $ | 30,666 | $ | 34,625 | |||||||||||||||||||
The following table includes assets that have not been classified in the fair value hierarchy as the value of these investments are measured using the equity method of accounting or net asset value ("NAV") is used as a practical expedient in determining fair value:
| Carrying Amount (in millions) | ||||||||||||||
| June 30, 2022 | December 31, 2021 | |||||||||||||
| Investments in unconsolidated affiliates | $ | 167 | $ | 136 | ||||||||||
| Equity securities (NAV) | 44 | 48 | ||||||||||||
| Investments in unconsolidated affiliates (a) | 2,668 | 2,350 | ||||||||||||
| $ | 2,879 | $ | 2,534 | |||||||||||
(a) The fair value of these investments using the NAV practical expedient and their carrying amount are generally equal. | ||||||||||||||
For investments for which NAV is used as a practical expedient for fair value, we do not have any significant restrictions in our ability to liquidate our positions in these investments, other than obtaining general partner approval, nor do we believe it is probable a price less than NAV would be received in the event of a liquidation. We account for our investment in unconsolidated affiliates using the equity method of accounting. Equity method investments are reported on a lag of up to three months for investee information not received timely.
We review the fair value hierarchy classifications each reporting period. 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 E — Derivative Financial Instruments
The carrying amounts of derivative instruments, including derivative instruments embedded in FIA and IUL contracts, and reinsurance is as follows (in millions):
| June 30, 2022 | December 31, 2021 | ||||||||||
| Assets: | |||||||||||
| Derivative investments: | |||||||||||
| Call options | $ | 145 | $ | 816 | |||||||
| Foreign currency forward | 1 | — | |||||||||
| Other long-term investments: | |||||||||||
| Other embedded derivatives | 24 | 33 | |||||||||
| Prepaid expenses and other assets: | |||||||||||
| Reinsurance related embedded derivatives | 190 | — | |||||||||
| $ | 360 | $ | 849 | ||||||||
| Liabilities: | |||||||||||
| Contractholder funds: | |||||||||||
| FIA/ IUL embedded derivatives | $ | 2,941 | $ | 3,883 | |||||||
| Accounts payable and accrued liabilities: | |||||||||||
| Reinsurance related embedded derivatives | — | 73 | |||||||||
| $ | 2,941 | $ | 3,956 | ||||||||
The change in fair value of derivative instruments included within Recognized gains and losses, net, in the accompanying unaudited Condensed Consolidated Statements of Earnings is as follows (in millions):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Net investment gains (losses): | |||||||||||||||||||||||
| Call options | $ | (395) | $ | 257 | $ | (709) | $ | 279 | |||||||||||||||
| Futures contracts | (8) | 5 | (5) | 4 | |||||||||||||||||||
| Foreign currency forwards | 9 | — | 12 | 4 | |||||||||||||||||||
| Other derivatives and embedded derivatives | (5) | 3 | (8) | 3 | |||||||||||||||||||
| Reinsurance related embedded derivatives | 141 | (27) | 263 | — | |||||||||||||||||||
| Total net investment gains (losses) | $ | (258) | $ | 238 | $ | (447) | $ | 290 | |||||||||||||||
| Benefits and other changes in policy reserves: | |||||||||||||||||||||||
| FIA/ IUL embedded derivatives | $ | (454) | $ | 466 | $ | (942) | $ | 355 | |||||||||||||||
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Additional Disclosures
FIA/IUL Embedded Derivative and Call Options and Futures
We have FIA and IUL contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, primarily the S&P 500 Index. This feature represents an embedded derivative under GAAP. The FIA/IUL embedded derivatives are valued at fair value and included in the liability for contractholder funds in the accompanying unaudited Condensed Consolidated Balance Sheets with changes in fair value included as a component of Benefits and other changes in policy reserves in the unaudited Condensed Consolidated Statements of Earnings. See a description of the fair value methodology used in Note C Fair Value of Financial Instruments.
We purchase derivatives consisting of a combination of call options and futures contracts (specifically for FIA contracts) on the applicable market indices to fund the index credits due to FIA/IUL contractholders. The call options are , , , and year options purchased to match the funding requirements of the underlying policies. On the respective anniversary dates of the indexed policies, the index used to compute the interest credit is reset and we purchase new call options to fund the next index credit. We manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps, spreads or participation rates, subject to guaranteed minimums, on each contract’s anniversary date. The change in the fair value of the call options and futures contracts is generally designed to offset the portion of the change in the fair value of the FIA/IUL embedded derivatives related to index performance through the current credit period. The call options and futures contracts are marked to fair value with the change in fair value included as a component of Recognized gains and losses, net, in the accompanying Consolidated Statements of Earnings. The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instrument term or upon early termination and the changes in fair value of open positions.
Other market exposures are hedged periodically depending on market conditions and our risk tolerance. Our FIA/IUL hedging strategy economically hedges the equity returns and exposes us to the risk that unhedged market exposures result in divergence between changes in the fair value of the liabilities and the hedging assets. We use a variety of techniques, including direct estimation of market sensitivities, to monitor this risk daily. We intend to continue to adjust the hedging strategy as market conditions and our risk tolerance changes.
Credit Risk
We are exposed to credit loss in the event of non-performance by our counterparties on the call options and reflect assumptions regarding this non-performance risk in the fair value of the call options. The non-performance risk is the net counterparty exposure based on the fair value of the open contracts less collateral held. We maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement.
Information regarding our exposure to credit loss on the call options we hold is presented in the following table (in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||
| Counterparty | Credit Rating (Fitch/Moody's/S&P) (1) | Notional Amount | Fair Value | Collateral | Net Credit Risk | ||||||||||||||||||||||||
| Merrill Lynch | AA/*/A+ | $ | 3,735 | $ | 30 | $ | — | $ | 30 | ||||||||||||||||||||
| Morgan Stanley | */Aa3/A+ | 1,581 | 6 | 7 | — | ||||||||||||||||||||||||
| Barclay's Bank | A+/A1/A | 5,421 | 46 | 48 | — | ||||||||||||||||||||||||
| Canadian Imperial Bank of Commerce | AA/Aa2/A+ | 3,832 | 22 | 26 | — | ||||||||||||||||||||||||
| Wells Fargo | A+/A1/BBB+ | 1,945 | 12 | 13 | — | ||||||||||||||||||||||||
| Goldman Sachs | A/A2/BBB+ | 660 | 4 | 4 | — | ||||||||||||||||||||||||
| Credit Suisse | A-/A1/A | 1,157 | 4 | 4 | — | ||||||||||||||||||||||||
| Truist | A+/A2/A | 2,476 | 21 | 22 | — | ||||||||||||||||||||||||
| Total | $ | 20,807 | $ | 145 | $ | 124 | $ | 30 | |||||||||||||||||||||
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| December 31, 2021 | |||||||||||||||||||||||||||||
| Counterparty | Credit Rating (Fitch/Moody's/S&P) (1) | Notional Amount | Fair Value | Collateral | Net Credit Risk | ||||||||||||||||||||||||
| Merrill Lynch | AA/*/A+ | $ | 3,307 | $ | 128 | $ | 86 | $ | 42 | ||||||||||||||||||||
| Morgan Stanley | */Aa3/A+ | 2,184 | 86 | 92 | — | ||||||||||||||||||||||||
| Barclay's Bank | A+/A1/A | 5,197 | 231 | 233 | — | ||||||||||||||||||||||||
| Canadian Imperial Bank of Commerce | AA/Aa2/A+ | 2,936 | 147 | 151 | — | ||||||||||||||||||||||||
| Wells Fargo | A+/A1/BBB+ | 2,445 | 89 | 90 | — | ||||||||||||||||||||||||
| Goldman Sachs | A/A2/BBB+ | 307 | 10 | 10 | — | ||||||||||||||||||||||||
| Credit Suisse | A/A1/A+ | 1,485 | 74 | 75 | — | ||||||||||||||||||||||||
| Truist | A+/A2/A | 1,543 | 51 | 53 | — | ||||||||||||||||||||||||
| Total | $ | 19,404 | $ | 816 | $ | 790 | $ | 42 | |||||||||||||||||||||
(1) An * represents credit ratings that were not available.
Collateral Agreements
We are required to maintain minimum ratings as a matter of routine practice as part of our over-the-counter derivative agreements on ISDA forms. Under some ISDA agreements, we have agreed to maintain certain financial strength ratings. A downgrade below these levels provides the counterparty under the agreement the right to terminate the open option contracts between the parties, at which time any amounts payable by us or the counterparty would be dependent on the market value of the underlying option contracts. Our current rating does not allow any counterparty the right to terminate ISDA agreements. In certain transactions, both us and the counterparty have entered into a collateral support agreement requiring either party to post collateral when the net exposures exceed pre-determined thresholds. For all counterparties, except Merrill Lynch, this threshold is set to zero. As of June 30, 2022 and December 31, 2021 counterparties posted $124 million and $790 million, respectively, of collateral of which $98 million and $576 million, respectively, is included in cash and cash equivalents with an associated payable for this collateral included in accounts payable and accrued liabilities on the unaudited Condensed Consolidated Balance Sheet. Accordingly, the maximum amount of loss due to credit risk that we would incur if parties to the call options failed completely to perform according to the terms of the contracts was $30 million at June 30, 2022 and $42 million at December 31, 2021.
We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. We reinvest derivative cash collateral to reduce the interest cost. Cash collateral is invested in overnight investment sweep products, which are included in cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.
We held 349 and 329 futures contracts at June 30, 2022 and December 31, 2021, respectively. The fair value of the futures contracts represents the cumulative unsettled variation margin (open trade equity, net of cash settlements). We provide cash collateral to the counterparties for the initial and variation margin on the futures contracts, which is included in cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets. The amount of cash collateral held by the counterparties for such contracts was $3 million at June 30, 2022 and December 31, 2021.
Reinsurance Related Embedded Derivatives
F&G entered into a reinsurance agreement with Kubera effective December 31, 2018, to cede certain multi-year guaranteed annuity ("MYGA") and deferred annuity business on a coinsurance funds withheld basis, net of applicable existing reinsurance. Effective October 31, 2021, this agreement was novated from Kubera to Somerset, a certified third-party reinsurer. Additionally, F&G entered into a reinsurance agreement with Aspida Re effective January 1, 2021, to cede a quota share of certain deferred annuity business on a funds withheld basis. Fair value movements in the funds withheld balances associated with these arrangements creates an obligation for F&G to pay Somerset and Aspida Re at a later date, which results in embedded derivatives. These embedded derivatives are considered total return swaps with contractual returns that are attributable to the assets and liabilities associated with the reinsurance arrangements. The fair value of the total return swap is based on
28
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.
Note F — Commitments and Contingencies
Legal and Regulatory Contingencies
In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. See Note B Summary of Reserve for Title Claim Losses for further discussion. Additionally, like other companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our operations. We believe that no actions, other than the matters discussed below, if any, depart from customary litigation incidental to our business.
We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings in which it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and that represents our best estimate has been recorded. Our accrual for legal and regulatory matters was $16 million and $12 million as of June 30, 2022 and December 31, 2021, respectively. None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.
Two lawsuits have been filed related to FNF’s acquisition of F&G. On August 4, 2020, a stockholder derivative lawsuit styled, City of Miami General Employees’ and Sanitation Employees’ Retirement Trust v. Fidelity National Financial, et al., was filed in the Court of Chancery of the State of Delaware against the Company, its Board of Directors and others alleging breach of fiduciary duties as directors and officers relating to FNF’s acquisition of F&G. The Company’s Board of Directors (“Board”) designated a Special Litigation Committee (the “SLC”) consisting of three of the Board’s Directors, and authorized the SLC, among other things, to investigate and evaluate the claims and allegations asserted in the lawsuit. The Board gave the SLC the sole authority and power to consider and determine whether or not prosecution of the claims asserted in the lawsuit is in the best interest of the Company and its shareholders, and what action the Company should take with respect to the lawsuit. On January 24, 2022, the SLC, acting on behalf of FNF, and the other parties to the lawsuit reached an agreement to settle the action subject to various terms and conditions. On June 21, 2022, an order was entered approving the settlement and dismissing the case with prejudice.
On August 17, 2020, a lawsuit styled, In the Matter of FGL Holdings, was filed in the Grand Court of the Cayman Islands where dissenting shareholders, Kingfishers LP, Kingstown 1740 Fund LP, Kingstown Partners II LP, Kingstown Partners Master Ltd., and Ktown LP, have asserted statutory appraisal rights relative to their ownership of 12,000,000 shares of F&G stock in connection with the acquisition. They seek a judicial determination of the fair value of their shares of F&G stock under the law of the Cayman Islands, together with interest. A trial was held in late May and early June 2022 in the Cayman Islands, and a decision on the matter is pending with the court. We do not believe the result in this case will have a material adverse effect on our financial condition.
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.
29
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 investment commitments as of June 30, 2022 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years. A summary of unfunded commitments by invested asset class as of June 30, 2022 is included below (in millions):
| June 30, 2022 | |||||
| Asset Type | |||||
| Unconsolidated VIEs: | |||||
| Limited partnerships | $ | 1,675 | |||
| Whole loans | 377 | ||||
| Fixed maturity securities, ABS | 197 | ||||
| Other fixed maturity securities, AFS | 94 | ||||
| Commercial mortgage loans | 30 | ||||
| Other assets | 137 | ||||
| Residential mortgage loans | 1 | ||||
| Committed amounts included in liabilities | 1 | ||||
| Total | $ | 2,512 | |||
30
Note D — Investments
Our fixed maturity securities investments have been designated as available-for-sale ("AFS"), and are carried at fair value, net of allowance for expected credit losses, with unrealized gains and losses included in AOCI, net of associated adjustments for VOBA, DAC, DSI, unearned revenue ("UREV"), SOP 03-1 reserves, and deferred income taxes. Our preferred and equity securities investments are carried at fair value with unrealized gains and losses included in net earnings. The Company’s consolidated investments at June 30, 2022 and December 31, 2021 are summarized as follows (in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Carrying Value | ||||||||||||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 9,965 | $ | (2) | $ | 46 | $ | (561) | $ | 9,448 | $ | 9,448 | |||||||||||||||||||||||
| Commercial mortgage-backed securities | 3,123 | — | 90 | (160) | 3,053 | 3,053 | |||||||||||||||||||||||||||||
| Corporates | 16,639 | (5) | 31 | (2,481) | 14,184 | 14,184 | |||||||||||||||||||||||||||||
| Hybrids | 827 | — | 6 | (64) | 769 | 769 | |||||||||||||||||||||||||||||
| Municipals | 1,489 | — | 3 | (181) | 1,311 | 1,311 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 977 | (4) | 2 | (73) | 902 | 902 | |||||||||||||||||||||||||||||
| U.S. Government | 544 | — | 1 | (15) | 530 | 530 | |||||||||||||||||||||||||||||
| Foreign Governments | 272 | — | — | (37) | 235 | 235 | |||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | 33,836 | $ | (11) | $ | 179 | $ | (3,572) | $ | 30,432 | $ | 30,432 | |||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||
| Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Carrying Value | ||||||||||||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 8,516 | $ | (3) | $ | 220 | $ | (38) | $ | 8,695 | $ | 8,695 | |||||||||||||||||||||||
| Commercial mortgage-backed/asset-backed securities | 2,684 | (2) | 308 | (11) | 2,979 | 2,979 | |||||||||||||||||||||||||||||
| Corporates | 15,822 | — | 830 | (158) | 16,494 | 16,494 | |||||||||||||||||||||||||||||
| Hybrids | 838 | — | 74 | — | 912 | 912 | |||||||||||||||||||||||||||||
| Municipals | 1,445 | — | 67 | (11) | 1,501 | 1,501 | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 731 | (3) | 7 | (4) | 731 | 731 | |||||||||||||||||||||||||||||
| U.S. Government | 393 | — | 3 | (2) | 394 | 394 | |||||||||||||||||||||||||||||
| Foreign Governments | 276 | — | 9 | (1) | 284 | 284 | |||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | 30,705 | $ | (8) | $ | 1,518 | $ | (225) | $ | 31,990 | $ | 31,990 | |||||||||||||||||||||||
Securities held on deposit with various state regulatory authorities had a fair value of $16,831 million and $22,343 million at June 30, 2022 and December 31, 2021, respectively.
As of June 30, 2022 and December 31, 2021, the Company held no material investments that were non-income producing for a period greater than twelve months.
As of June 30, 2022 and December 31, 2021, the Company's accrued interest receivable balance was $276 million and $253 million, respectively. Accrued interest receivable is classified within Prepaid expenses and other assets within the unaudited Condensed Consolidated Balance Sheets.
In accordance with our FHLB agreements, the investments supporting the funding agreement liabilities are pledged as collateral to secure the FHLB funding agreement liabilities and are not available to us for general purposes. The collateral investments had a fair value of $3,030 million and $2,469 million as of June 30, 2022 and December 31, 2021, respectively.
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The amortized cost and fair value of fixed maturity securities by contractual maturities, as applicable, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| Corporates, Non-structured Hybrids, Municipal and Government securities: | |||||||||||||||||||||||
| Due in one year or less | $ | 524 | $ | 523 | $ | 426 | $ | 431 | |||||||||||||||
| Due after one year through five years | 3,386 | 3,218 | 2,998 | 3,051 | |||||||||||||||||||
| Due after five years through ten years | 2,103 | 1,918 | 2,389 | 2,458 | |||||||||||||||||||
| Due after ten years | 13,732 | 11,344 | 12,930 | 13,608 | |||||||||||||||||||
| Subtotal | 19,745 | 17,003 | 18,743 | 19,548 | |||||||||||||||||||
| Other securities, which provide for periodic payments: | |||||||||||||||||||||||
| Asset-backed securities | 9,965 | 9,448 | 8,516 | 8,695 | |||||||||||||||||||
| Commercial mortgage-backed securities | 3,123 | 3,053 | 2,684 | 2,979 | |||||||||||||||||||
| Structured hybrids | 26 | 26 | 31 | 37 | |||||||||||||||||||
| Residential mortgage-backed securities | 977 | 902 | 731 | 731 | |||||||||||||||||||
| Subtotal | 14,091 | 13,429 | 11,962 | 12,442 | |||||||||||||||||||
| Total fixed maturity available-for-sale securities | $ | 33,836 | $ | 30,432 | $ | 30,705 | $ | 31,990 | |||||||||||||||
Allowance for Expected Credit Loss
We regularly review AFS securities for declines in fair value that we determine to be credit related. For our fixed maturity securities, we generally consider the following in determining whether our unrealized losses are credit related, and if so, the magnitude of the credit loss:
•The extent to which the fair value is less than the amortized cost basis;
•The reasons for the decline in value (credit event, currency or interest-rate related, including general credit spread widening);
•The financial condition of and near-term prospects of the issuer (including issuer's current credit rating and the probability of full recovery of principal based upon the issuer's financial strength);
•Current delinquencies and nonperforming assets of underlying collateral;
•Expected future default rates;
•Collateral value by vintage, geographic region, industry concentration or property type;
•Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and
•Contractual and regulatory cash obligations and the issuer's plans to meet such obligations.
We recognize an allowance for current expected credit losses on fixed maturity securities in an unrealized loss position when it is determined, using the factors discussed above, a component of the unrealized loss is related to credit. We measure the credit loss using a discounted cash flow model that utilizes the single best estimate cash flow and the recognized credit loss is limited to the total unrealized loss on the security (i.e. the fair value floor). Cash flows are discounted using the implicit yield of bonds at their time of purchase and the current book yield for asset and mortgage backed securities as well as variable rate securities. We recognize the expected credit losses in Recognized gains and losses, net in the Consolidated Statements of Earnings, with an offset for the amount of non-credit impairments recognized in AOCI. We do not measure a credit loss allowance on accrued investment income because we write-off accrued interest through Interest and investment income when collectability concerns arise.
We consider the following in determining whether write-offs of a security’s amortized cost is necessary:
• We believe amounts related to securities have become uncollectible;
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• We intend to sell a security; or
• It is more likely than not that we will be required to sell a security prior to recovery.
If we intend to sell a fixed maturity security or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis and the fair value of the security is below amortized cost, we will write down the security to current fair value, with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. If we do not intend to sell a fixed maturity security or it is more likely than not that we will not be required to sell a fixed maturity security before recovery of its amortized cost basis but believe amounts related to a security are uncollectible (generally based on proximity to expected credit loss), an impairment is deemed to have occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge, net of any amount previously recognized as an allowance for expected credit loss, to Recognized gains and losses, net in the accompanying Consolidated Statements of Earnings. The remainder of unrealized loss is held in AOCI. As of June 30, 2022 and December 31, 2021, our allowance for expected credit losses for AFS securities was $11 million and $8 million, respectively.
PCDs are AFS securities purchased at a discount, where part of that discount is attributable to credit. Credit loss allowances are calculated for these securities as of the date of their acquisition, with the initial allowance serving to increase amortized cost. There were no purchases of PCD AFS securities during the three and six months ended June 30, 2022 or 2021.
The fair value and gross unrealized losses of AFS securities, excluding securities in an unrealized loss position with an allowance for expected credit loss, aggregated by investment category and duration of fair value below amortized cost as of June 30, 2022 and December 31, 2021 were as follows (dollars in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 7,944 | $ | (490) | $ | 645 | $ | (71) | $ | 8,589 | $ | (561) | |||||||||||||||||||||||
| Commercial mortgage-backed securities | 1,788 | (153) | 48 | (8) | 1,836 | (161) | |||||||||||||||||||||||||||||
| Corporates | 11,593 | (1,960) | 1,414 | (521) | 13,007 | (2,481) | |||||||||||||||||||||||||||||
| Hybrids | 677 | (64) | 2 | — | 679 | (64) | |||||||||||||||||||||||||||||
| Municipals | 1,120 | (158) | 119 | (23) | 1,239 | (181) | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 798 | (67) | 27 | (6) | 825 | (73) | |||||||||||||||||||||||||||||
| U.S. Government | 334 | (12) | 34 | (2) | 368 | (14) | |||||||||||||||||||||||||||||
| Foreign Government | 131 | (31) | 20 | (6) | 151 | (37) | |||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | 24,385 | $ | (2,935) | $ | 2,309 | $ | (637) | $ | 26,694 | $ | (3,572) | |||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position less than twelve months | 3,441 | ||||||||||||||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position twelve months or longer | 291 | ||||||||||||||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position | 3,732 | ||||||||||||||||||||||||||||||||||
33
| December 31, 2021 | |||||||||||||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | ||||||||||||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||||||||||||||
| Asset-backed securities | $ | 4,410 | $ | (31) | $ | 146 | $ | (7) | $ | 4,556 | $ | (38) | |||||||||||||||||||||||
| Commercial mortgage-backed securities | 603 | (11) | 1 | — | 604 | (11) | |||||||||||||||||||||||||||||
| Corporates | 5,391 | (132) | 394 | (26) | 5,785 | (158) | |||||||||||||||||||||||||||||
| Hybrids | 3 | — | — | — | 3 | — | |||||||||||||||||||||||||||||
| Municipals | 410 | (5) | 85 | (6) | 495 | (11) | |||||||||||||||||||||||||||||
| Residential mortgage-backed securities | 325 | (3) | 11 | (1) | 336 | (4) | |||||||||||||||||||||||||||||
| U.S. Government | 219 | (2) | 4 | — | 223 | (2) | |||||||||||||||||||||||||||||
| Foreign Government | 82 | (1) | 5 | — | 87 | (1) | |||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | 11,443 | $ | (185) | $ | 646 | $ | (40) | $ | 12,089 | $ | (225) | |||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position less than twelve months | 2,056 | ||||||||||||||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position twelve months or longer | 68 | ||||||||||||||||||||||||||||||||||
| Total number of available-for-sale securities in an unrealized loss position | 2,124 | ||||||||||||||||||||||||||||||||||
We determined the increase in unrealized losses as of June 30, 2022 was caused by higher treasury rates as well as wider spreads. This is in part due to the Federal Reserve's action to increase rates in efforts to combat inflation. Inflation in the first quarter of 2022 has been compounded by supply chain issues stemming from additional COVID-19 restrictions in China, as well as higher energy prices as a result of the Russian-Ukrainian conflict. For securities in an unrealized loss position as of June 30, 2022, our allowance for expected credit loss was $11 million. We believe that unrealized loss position for which we have not recorded an allowance for expected credit loss as of June 30, 2022 was primarily attributable to interest rate increases, near-term illiquidity, and uncertainty caused by Russia's invasion of Ukraine as opposed to issuer specific credit concerns.
34
Mortgage Loans
Our mortgage loans are collateralized by commercial and residential properties.
Commercial Mortgage Loans
Commercial mortgage loans ("CMLs") represented approximately 7% of our total investments as of June 30, 2022. We primarily invest in mortgage loans on income producing properties including industrial properties, retail buildings, multifamily properties and office buildings. We diversify our CML portfolio by geographic region and property type to attempt to reduce concentration risk. We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a consistent and acceptable level to secure the related debt. The distribution of CMLs, gross of valuation allowances, by property type and geographic region is reflected in the following tables (dollars in millions):
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Gross Carrying Value | % of Total | Gross Carrying Value | % of Total | ||||||||||||||||||||
| Property Type: | |||||||||||||||||||||||
| Hotel | $ | 18 | 1 | % | $ | 19 | 1 | % | |||||||||||||||
| Industrial - General | 486 | 20 | % | 497 | 23 | % | |||||||||||||||||
| Mixed Use | 12 | 1 | % | 13 | 1 | % | |||||||||||||||||
| Multifamily | 1,013 | 43 | % | 894 | 41 | % | |||||||||||||||||
| Office | 332 | 14 | % | 343 | 16 | % | |||||||||||||||||
| Retail | 107 | 5 | % | 121 | 6 | % | |||||||||||||||||
| Student Housing | 83 | 4 | % | 83 | 4 | % | |||||||||||||||||
| Other | 270 | 12 | % | 204 | 8 | % | |||||||||||||||||
| Total commercial mortgage loans, gross of valuation allowance | $ | 2,321 | 100 | % | $ | 2,174 | 100 | % | |||||||||||||||
| Allowance for expected credit loss | (6) | (6) | |||||||||||||||||||||
| Total commercial mortgage loans | $ | 2,315 | $ | 2,168 | |||||||||||||||||||
| U.S. Region: | |||||||||||||||||||||||
| East North Central | $ | 130 | 6 | % | $ | 137 | 6 | % | |||||||||||||||
| East South Central | 76 | 3 | % | 79 | 4 | % | |||||||||||||||||
| Middle Atlantic | 292 | 13 | % | 293 | 13 | % | |||||||||||||||||
| Mountain | 355 | 15 | % | 236 | 11 | % | |||||||||||||||||
| New England | 151 | 7 | % | 149 | 7 | % | |||||||||||||||||
| Pacific | 699 | 30 | % | 649 | 30 | % | |||||||||||||||||
| South Atlantic | 496 | 21 | % | 459 | 21 | % | |||||||||||||||||
| West North Central | 4 | — | % | 12 | 1 | % | |||||||||||||||||
| West South Central | 118 | 5 | % | 160 | 7 | % | |||||||||||||||||
| Total commercial mortgage loans, gross of valuation allowance | $ | 2,321 | 100 | % | $ | 2,174 | 100 | % | |||||||||||||||
| Allowance for expected credit loss | (6) | (6) | |||||||||||||||||||||
| Total commercial mortgage loans | $ | 2,315 | $ | 2,168 | |||||||||||||||||||
Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio is expressed as a percentage of the amount of the loan relative to the value of the underlying property. A LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.00 indicates that a property’s operations do not generate sufficient income to cover debt payments.
35
The following tables present the recorded investment in CMLs by LTV and DSC ratio categories and estimated fair value by the indicated loan-to-value ratios at June 30, 2022 and December 31, 2021 (dollars in millions):
| Debt-Service Coverage Ratios | Total Amount | % of Total | Estimated Fair Value | % of Total | |||||||||||||||||||||||||||||||||||||
| >1.25 | 1.00 - 1.25 | <1.00 | |||||||||||||||||||||||||||||||||||||||
| June 30, 2022 | |||||||||||||||||||||||||||||||||||||||||
| LTV Ratios: | |||||||||||||||||||||||||||||||||||||||||
| Less than 50% | $ | 398 | $ | 4 | $ | 9 | $ | 411 | 18 | % | $ | 401 | 19 | % | |||||||||||||||||||||||||||
| 50% to 60% | 771 | — | — | 771 | 33 | % | 712 | 34 | % | ||||||||||||||||||||||||||||||||
| 60% to 75% | 1,130 | — | — | 1,130 | 48 | % | 1,000 | 47 | % | ||||||||||||||||||||||||||||||||
| 75% to 85% | $ | — | $ | 9 | $ | — | $ | 9 | 1 | % | 6 | — | % | ||||||||||||||||||||||||||||
| Commercial mortgage loans | $ | 2,299 | $ | 13 | $ | 9 | $ | 2,321 | 100 | % | $ | 2,119 | 100 | % | |||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||
| LTV Ratios: | |||||||||||||||||||||||||||||||||||||||||
| Less than 50% | $ | 626 | $ | 33 | $ | 9 | $ | 668 | 31 | % | $ | 745 | 33 | % | |||||||||||||||||||||||||||
| 50% to 60% | 470 | — | — | 470 | 22 | % | 481 | 21 | % | ||||||||||||||||||||||||||||||||
| 60% to 75% | 1,036 | — | — | 1,036 | 47 | % | 1,039 | 46 | % | ||||||||||||||||||||||||||||||||
| Commercial mortgage loans | $ | 2,132 | $ | 33 | $ | 9 | $ | 2,174 | 100 | % | $ | 2,265 | 100 | % | |||||||||||||||||||||||||||
We recognize a mortgage loan as delinquent when payments on the loan are greater than 30 days past due. At June 30, 2022 we had one CML that was delinquent in principal or interest payments as shown in the risk rating exposure table below. At December 31, 2021 we had no CMLs that were delinquent in principal or interest payments.
Residential Mortgage Loans
Residential mortgage loans ("RMLs") represented approximately 6% of our total investments as of June 30, 2022. Our residential mortgage loans are closed end, amortizing loans and 100% of the properties are located in the United States. We diversify our RML portfolio by state to attempt to reduce concentration risk. The distribution of RMLs by state with highest-to-lowest concentration are reflected in the following tables (dollars in millions):
| June 30, 2022 | |||||||||||
| U.S. State: | Amortized Cost | % of Total | |||||||||
| Florida | $ | 302 | 14 | % | |||||||
| Texas | 227 | 11 | % | ||||||||
| New Jersey | 171 | 8 | % | ||||||||
| Pennsylvania | 146 | 7 | % | ||||||||
| California | 145 | 7 | % | ||||||||
| New York | 137 | 6 | % | ||||||||
| Georgia | 117 | 5 | % | ||||||||
| All Other States (1) | 903 | 42 | % | ||||||||
| Total residential mortgage loans | $ | 2,148 | 100 | % | |||||||
(1) The individual concentration of each state is equal to or less than 5% as of June 30, 2022.
36
| December 31, 2021 | |||||||||||
| U.S. State: | Amortized Cost | % of Total | |||||||||
| Florida | $ | 231 | 15 | % | |||||||
| Texas | 167 | 10 | % | ||||||||
| New Jersey | 150 | 10 | % | ||||||||
| All other states (1) | 1,027 | 65 | % | ||||||||
| Total residential mortgage loans | $ | 1,575 | 100 | % | |||||||
(1) The individual concentration of each state is less than 9% as of December 31, 2021.
Residential mortgage loans have a primary credit quality indicator of either a performing or nonperforming loan. We define non-performing residential mortgage loans as those that are 90 or more days past due or in nonaccrual status, which is assessed monthly. The credit quality of RMLs as of June 30, 2022 and December 31, 2021, was as follows (dollars in millions):
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Performance indicators: | Carrying Value | % of Total | Carrying Value | % of Total | |||||||||||||||||||
| Performing | $ | 2,083 | 97 | % | $ | 1,533 | 95 | % | |||||||||||||||
| Non-performing | 68 | 3 | % | 73 | 5 | % | |||||||||||||||||
| Total residential mortgage loans, gross of valuation allowance | $ | 2,151 | 100 | % | $ | 1,606 | 100 | % | |||||||||||||||
| Allowance for expected loan loss | (29) | — | % | (25) | — | % | |||||||||||||||||
| Total residential mortgage loans | $ | 2,122 | 100 | % | $ | 1,581 | 100 | % | |||||||||||||||
Loans segregated by risk rating exposure as of June 30, 2022 and December 31, 2021, were as follows (in millions):
| June 30, 2022 | |||||||||||||||||||||||
| Amortized Cost by Origination Year | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Total | |||||||||||||||||
| Residential mortgages | |||||||||||||||||||||||
| Current (less than 30 days past due) | $ | 605 | $ | 896 | $ | 244 | $ | 211 | $ | 29 | $ | 43 | $ | 2,028 | |||||||||
| 30-89 days past due | 15 | 19 | 5 | 14 | 1 | — | 54 | ||||||||||||||||
| Over 90 days past due | — | 6 | 16 | 46 | 1 | — | 69 | ||||||||||||||||
| Total residential mortgages | $ | 620 | $ | 921 | $ | 265 | $ | 271 | $ | 31 | $ | 43 | $ | 2,151 | |||||||||
| Commercial mortgages | |||||||||||||||||||||||
| Current (less than 30 days past due) | $ | 229 | $ | 1,301 | $ | 509 | $ | — | $ | — | $ | 273 | $ | 2,312 | |||||||||
| 30-89 days past due | — | — | — | — | — | — | — | ||||||||||||||||
| Over 90 days past due | — | — | — | — | — | 9 | 9 | ||||||||||||||||
| Total commercial mortgages | $ | 229 | $ | 1,301 | $ | 509 | $ | — | $ | — | $ | 282 | $ | 2,321 | |||||||||
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| December 31, 2021 | |||||||||||||||||||||||
| Amortized Cost by Origination Year | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Total | |||||||||||||||||
| Residential mortgages | |||||||||||||||||||||||
| Current (less than 30 days past due) | $ | 795 | $ | 293 | $ | 323 | $ | 50 | $ | 36 | $ | 21 | $ | 1,518 | |||||||||
| 30-89 days past due | 5 | 4 | 6 | 1 | — | — | 16 | ||||||||||||||||
| Over 90 days past due | 1 | 23 | 46 | 2 | — | — | 72 | ||||||||||||||||
| Total residential mortgages | $ | 801 | $ | 320 | $ | 375 | $ | 53 | $ | 36 | $ | 21 | $ | 1,606 | |||||||||
| Commercial mortgages | |||||||||||||||||||||||
| Current (less than 30 days past due) | $ | 1,301 | $ | 543 | $ | — | $ | 6 | $ | — | $ | 324 | $ | 2,174 | |||||||||
| 30-89 days past due | — | — | — | — | — | — | — | ||||||||||||||||
| Over 90 days past due | — | — | — | — | — | — | — | ||||||||||||||||
| Total commercial mortgage | $ | 1,301 | $ | 543 | $ | — | $ | 6 | $ | — | $ | 324 | $ | 2,174 | |||||||||
| June 30, 2022 | |||||||||||||||||||||||
| Amortized Cost by Origination Year | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Total | |||||||||||||||||
| Commercial mortgages | |||||||||||||||||||||||
| LTV | |||||||||||||||||||||||
| Less than 50% | $ | 14 | $ | 121 | $ | 153 | $ | — | $ | — | $ | 123 | $ | 411 | |||||||||
| 50% to 60% | 105 | 292 | 234 | — | — | 140 | 771 | ||||||||||||||||
| 60% to 75% | 110 | 888 | 122 | — | — | 10 | 1,130 | ||||||||||||||||
| 75% to 85% | — | — | — | — | — | 9 | 9 | ||||||||||||||||
| Total commercial mortgages | $ | 229 | $ | 1,301 | $ | 509 | $ | — | $ | — | $ | 282 | $ | 2,321 | |||||||||
| Commercial mortgages | |||||||||||||||||||||||
| DSCR | |||||||||||||||||||||||
| Greater than 1.25x | $ | 229 | $ | 1,301 | $ | 509 | $ | — | $ | — | $ | 260 | $ | 2,299 | |||||||||
| 1.00x - 1.25x | — | — | — | — | — | 13 | 13 | ||||||||||||||||
| Less than 1.00x | — | — | — | — | — | 9 | 9 | ||||||||||||||||
| Total commercial mortgages | $ | 229 | $ | 1,301 | $ | 509 | $ | — | $ | — | $ | 282 | $ | 2,321 | |||||||||
| December 31, 2021 | |||||||||||||||||||||||
| Amortized Cost by Origination Year | |||||||||||||||||||||||
| 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Total | |||||||||||||||||
| Commercial mortgages | |||||||||||||||||||||||
| LTV | |||||||||||||||||||||||
| Less than 50% | $ | 120 | $ | 229 | $ | — | $ | 6 | $ | — | $ | 313 | $ | 668 | |||||||||
| 50% to 60% | 267 | 192 | — | — | — | 11 | 470 | ||||||||||||||||
| 60% to 75% | 914 | 122 | — | — | — | — | 1,036 | ||||||||||||||||
| Total commercial mortgages | $ | 1,301 | $ | 543 | $ | — | $ | 6 | $ | — | $ | 324 | $ | 2,174 | |||||||||
| Commercial mortgages | |||||||||||||||||||||||
| DSCR | |||||||||||||||||||||||
| Greater than 1.25x | $ | 1,301 | $ | 543 | $ | — | $ | 4 | $ | — | $ | 284 | $ | 2,132 | |||||||||
| 1.00x - 1.25x | — | — | — | 2 | — | 31 | 33 | ||||||||||||||||
| Less than 1.00x | — | — | — | — | — | 9 | 9 | ||||||||||||||||
| Total commercial mortgages | $ | 1,301 | $ | 543 | $ | — | $ | 6 | $ | — | $ | 324 | $ | 2,174 | |||||||||
Non-accrual loans by amortized cost as of June 30, 2022 and December 31, 2021, were as follows (in millions):
| Amortized cost of loans on non-accrual | June 30, 2022 | December 31, 2021 | |||||||||
| Residential mortgage: | $ | 69 | $ | 72 | |||||||
| Commercial mortgage: | — | — | |||||||||
| Total non-accrual loans | $ | 69 | $ | 72 | |||||||
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Immaterial interest income was recognized on non-accrual financing receivables for the three and six months ended June 30, 2022.
It is our policy to cease to accrue interest on loans that are over 90 days delinquent. For loans less than 90 days delinquent, interest is accrued unless it is determined that the accrued interest is not collectible. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current is in place. As of June 30, 2022 and December 31, 2021, we had $69 million and $72 million, respectively, of residential mortgage loans that were over 90 days past due, of which $38 million and $39 million was in the process of foreclosure as of June 30, 2022 and December 31, 2021, respectively. We will continue to evaluate these policies with regard to the economic challenges for mortgage debtors related to COVID-19. Our ability to initiate foreclosure proceedings may be limited by legislation passed and executive orders issued in response to COVID-19.
Allowance for Expected Credit Loss
We estimate expected credit losses for our commercial and residential mortgage loan portfolios using a probability of default/loss given default model. Significant inputs to this model include, where applicable, the loans' current performance, underlying collateral type, location, contractual life, LTV, DSC and Debt to Income or FICO. The model projects losses using a two year reasonable and supportable forecast and then reverts over a three year period to market-wide historical loss experience. Changes in our allowance for expected credit losses on mortgage loans are recognized in Recognized gains and losses, net in the accompanying unaudited Condensed Consolidated Statements of Earnings.
The allowances for our mortgage loan portfolio is summarized as follows (in millions):
Three months ended June 30, 2022 | Six months ended June 30, 2022 | ||||||||||||||||||||||||||||||||||
| Residential Mortgage | Commercial Mortgage | Total | Residential Mortgage | Commercial Mortgage | Total | ||||||||||||||||||||||||||||||
| Beginning Balance | $ | 26 | $ | 6 | $ | 32 | $ | 25 | $ | 6 | $ | 31 | |||||||||||||||||||||||
| Provision for loan losses | 3 | — | 3 | 4 | — | 4 | |||||||||||||||||||||||||||||
| Ending Balance | $ | 29 | $ | 6 | $ | 35 | $ | 29 | $ | 6 | $ | 35 | |||||||||||||||||||||||
| Three months ended June 30, 2021 | Six months ended June 30, 2021 | ||||||||||||||||||||||||||||||||||
| Residential Mortgage | Commercial Mortgage | Total | Residential Mortgage | Commercial Mortgage | Total | ||||||||||||||||||||||||||||||
| Beginning Balance | $ | 31 | $ | 5 | $ | 36 | $ | 37 | $ | 2 | $ | 39 | |||||||||||||||||||||||
| Provision for loan losses | (3) | 1 | (2) | (9) | 4 | (5) | |||||||||||||||||||||||||||||
| Ending Balance | $ | 28 | $ | 6 | $ | 34 | $ | 28 | $ | 6 | $ | 34 | |||||||||||||||||||||||
An allowance for expected credit loss is not measured on accrued interest income for commercial mortgage loans as we have a process to write-off interest on loans that enter into non-accrual status (over 90 days past due). Allowances for expected credit losses are measured on accrued interest income for residential mortgage loans and were immaterial as of June 30, 2022 and December 31, 2021.
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Interest and Investment Income
The major sources of Interest and investment income reported on the accompanying unaudited Condensed Consolidated Statements of Earnings were as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Fixed maturity securities, available-for-sale | $ | 350 | $ | 325 | $ | 682 | $ | 631 | |||||||||||||||
| Equity securities | 7 | 5 | 15 | 10 | |||||||||||||||||||
| Preferred securities | 20 | 18 | 35 | 32 | |||||||||||||||||||
| Mortgage loans | 49 | 33 | 88 | 56 | |||||||||||||||||||
| Invested cash and short-term investments | 13 | 1 | 18 | 1 | |||||||||||||||||||
| Limited partnerships | 58 | 164 | 171 | 244 | |||||||||||||||||||
| Tax deferred property exchange income | 10 | 4 | 14 | 9 | |||||||||||||||||||
| Other investments | 4 | 6 | 13 | 14 | |||||||||||||||||||
| Gross investment income | 511 | 556 | 1,036 | 997 | |||||||||||||||||||
| Investment expense | (48) | (42) | (95) | (81) | |||||||||||||||||||
| Interest and investment income | $ | 463 | $ | 514 | $ | 941 | $ | 916 | |||||||||||||||
Recognized Gains and Losses, net
Details underlying Recognized gains and losses, net reported on the accompanying unaudited Condensed Consolidated Statements of Earnings were as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Net realized (losses) gains on fixed maturity available-for-sale securities | $ | (61) | $ | 13 | $ | (98) | $ | 53 | |||||||||||||||
| Net realized/unrealized losses on equity securities (1) | (221) | (42) | (370) | (88) | |||||||||||||||||||
| Net realized/unrealized (losses) gains on preferred securities (2) | (118) | 15 | (208) | 6 | |||||||||||||||||||
| Realized (losses) gains on other invested assets | (9) | 12 | (10) | 8 | |||||||||||||||||||
| Change in allowance for expected credit losses | (9) | (4) | (12) | 6 | |||||||||||||||||||
| Derivatives and embedded derivatives: | |||||||||||||||||||||||
| Realized (losses) gains on certain derivative instruments | (35) | 120 | 15 | 180 | |||||||||||||||||||
| Unrealized (losses) gains on certain derivative instruments | (359) | 142 | (717) | 107 | |||||||||||||||||||
| Change in fair value of reinsurance related embedded derivatives (3) | 141 | (27) | 263 | — | |||||||||||||||||||
| Change in fair value of other derivatives and embedded derivatives | (5) | 3 | (8) | 3 | |||||||||||||||||||
| Realized (losses) gains on derivatives and embedded derivatives | (258) | 238 | (447) | 290 | |||||||||||||||||||
| Recognized gains and losses, net | $ | (676) | $ | 232 | $ | (1,145) | $ | 275 | |||||||||||||||
(1) Includes net valuation losses of $(222) million and $(46) million for the three months ended June 30, 2022 and 2021, respectively, and net valuation losses of $(388) million and $(92) million for the six months ended June 30, 2022 and 2021, respectively.
(2) Includes net valuation (losses) gains of $(118) million and $7 million for the three months ended June 30, 2022 and 2021, respectively, and net valuation (losses) gains of $(207) million and $4 million for the six months ended June 30, 2022 and 2021, respectively.
(3) Change in fair value of reinsurance related embedded derivatives is due to activity related to the reinsurance treaties with Kubera (novated from Kubera to Sommerset effective October 31, 2021) and Aspida Re.
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The proceeds from the sale of fixed-maturity securities and the gross gains and losses associated with those transactions were as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Proceeds | $ | 802 | $ | 444 | $ | 1,835 | $ | 869 | |||||||||||||||
| Gross gains | 1 | 36 | 5 | 68 | |||||||||||||||||||
| Gross losses | (61) | (8) | (99) | (16) | |||||||||||||||||||
Unconsolidated Variable Interest Entities
We own investments in VIEs that are not consolidated within our financial statements. A VIE is an entity that does not have sufficient equity to finance its own activities without additional financial support, where investors lack certain characteristics of a controlling financial interest, or where the entity is structured with non-substantive voting rights. VIEs are consolidated by their ‘primary beneficiary’, a designation given to an entity that receives both the benefits from the VIE as well as the substantive power to make its key economic decisions. While we participate in the benefits from VIEs in which we invest, but do not consolidate, the substantive power to make the key economic decisions for each respective VIE resides with entities not under our common control. It is for this reason that we are not considered the primary beneficiary for the VIE investments that are not consolidated.
We invest in various limited partnerships and limited liability companies primarily as a passive investor. These investments are primarily in credit funds with a bias towards current income, real assets, or private equity. Limited partnership and limited liability company interests are accounted for under the equity method and are included in Investments in unconsolidated affiliates on our unaudited Condensed Consolidated Balance Sheets. In addition, we invest in structured investments, which may be VIEs, but for which we are not the primary beneficiary. These structured investments typically invest in fixed income investments and are managed by third parties and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities included in fixed maturity securities available for sale on our unaudited Condensed Consolidated Balance Sheets.
Our maximum exposure to loss with respect to these VIEs is limited to the investment carrying amounts reported in our unaudited Condensed Consolidated Balance Sheets for limited partnerships and the amortized costs of our fixed maturity securities, in addition to any required unfunded commitments (also refer to Note F Commitments and Contingencies).
The following table summarizes the carrying value and the maximum loss exposure of our unconsolidated VIEs as of June 30, 2022 and December 31, 2021.
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Carrying Value | Maximum Loss Exposure | Carrying Value | Maximum Loss Exposure | ||||||||||||||||||||
| Investment in limited partnerships | $ | 2,668 | $ | 4,343 | $ | 2,350 | $ | 3,496 | |||||||||||||||
| Fixed maturity securities | 13,026 | 14,255 | 12,382 | 12,802 | |||||||||||||||||||
| Total unconsolidated VIE investments | $ | 15,694 | $ | 18,598 | $ | 14,732 | $ | 16,298 | |||||||||||||||
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Concentrations
Our underlying investment concentrations that exceed 10% of shareholders equity are as follows (in millions):
| June 30, 2022 | |||||
| Blackstone Wave Asset Holdco (1) | 960 | ||||
| Jade 22 (2) | 855 | ||||
| (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. | |||||
(2) Represents a special purpose vehicle that holds numerous underlying corporate loans across various industries. | |||||
Investment in Cannae Holdings, Inc. ("Cannae")
Included in equity securities as of December 31, 2021 were 5,775,598 shares of Cannae common stock (NYSE: CNNE). The fair value of this investment based on quoted market prices as of December 31, 2021 was $203 million. During the three months ended June 30, 2022, we sold 4,775,598 shares of CNNE common stock back to Cannae for approximately $85 million in the aggregate. During the six months ended June 30, 2022, we sold 5,775,598 shares of CNNE common stock back to Cannae for approximately $109 million in the aggregate. As of June 30, 2022, we held no shares of CNNE common stock.
Note G — Dividends
On August 2, 2022, our Board of Directors declared cash dividends of $0.44 per share, payable on September 30, 2022, to FNF common shareholders of record as of September 16, 2022.
Note H — Segment Information
Summarized financial information concerning our reportable segments is shown in the following tables.
As of and for the three months ended June 30, 2022:
| Title | F&G | Corporate and Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Title premiums | $ | 2,062 | $ | — | $ | — | $ | 2,062 | |||||||||||||||
| Other revenues | 706 | 68 | 8 | 782 | |||||||||||||||||||
| Revenues from external customers | 2,768 | 68 | 8 | 2,844 | |||||||||||||||||||
| Interest and investment income, including recognized gains and losses, net | (214) | (1) | 2 | (213) | |||||||||||||||||||
| Total revenues | 2,554 | 67 | 10 | 2,631 | |||||||||||||||||||
| Depreciation and amortization | 34 | 121 | 6 | 161 | |||||||||||||||||||
| Interest expense | — | 9 | 22 | 31 | |||||||||||||||||||
| Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates | 267 | 290 | (19) | 538 | |||||||||||||||||||
| Income tax expense (benefit) | 111 | 60 | (7) | 164 | |||||||||||||||||||
| Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates | 156 | 230 | (12) | 374 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 14 | — | — | 14 | |||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | 170 | $ | 230 | $ | (12) | $ | 388 | |||||||||||||||
| Assets | $ | 9,309 | $ | 49,608 | $ | 2,313 | $ | 61,230 | |||||||||||||||
| Goodwill | 2,516 | 1,756 | 266 | 4,538 | |||||||||||||||||||
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As of and for the three months ended June 30, 2021:
| Title | F&G | Corporate and Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Title premiums | $ | 2,160 | $ | — | $ | — | $ | 2,160 | |||||||||||||||
| Other revenues | 839 | 62 | 47 | 948 | |||||||||||||||||||
| Revenues from external customers | 2,999 | 62 | 47 | 3,108 | |||||||||||||||||||
| Interest and investment income, including recognized gains and losses, net | (3) | 740 | 9 | 746 | |||||||||||||||||||
| Total revenues | 2,996 | 802 | 56 | 3,854 | |||||||||||||||||||
| Depreciation and amortization | 34 | 65 | 6 | 105 | |||||||||||||||||||
| Interest expense | — | 7 | 21 | 28 | |||||||||||||||||||
| Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 644 | 97 | (28) | 713 | |||||||||||||||||||
| Income tax expense (benefit) | 160 | 21 | (5) | 176 | |||||||||||||||||||
| Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates | 484 | 76 | (23) | 537 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated affiliates | 14 | — | — | 14 | |||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | 498 | $ | 76 | $ | (23) | $ | 551 | |||||||||||||||
| Assets | $ | 9,565 | $ | 43,206 | $ | 1,749 | $ | 54,520 | |||||||||||||||
| Goodwill | 2,484 | 1,756 | 266 | 4,506 | |||||||||||||||||||
As of and for the six months ended June 30, 2022:
| Title | F&G | Corporate and Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Title premiums | $ | 3,928 | $ | — | $ | — | $ | 3,928 | |||||||||||||||
| Other revenues | 1,371 | 662 | 39 | 2,072 | |||||||||||||||||||
| Revenues from external customers | 5,299 | 662 | 39 | 6,000 | |||||||||||||||||||
| Interest and investment income, including recognized gains and losses, net | (362) | 153 | 5 | (204) | |||||||||||||||||||
| Total revenues | 4,937 | 815 | 44 | 5,796 | |||||||||||||||||||
| Depreciation and amortization | 67 | 264 | 12 | 343 | |||||||||||||||||||
| Interest expense | — | 17 | 44 | 61 | |||||||||||||||||||
| Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates | 516 | 631 | (57) | 1,090 | |||||||||||||||||||
| Income tax expense (benefit) | 168 | 165 | (14) | 319 | |||||||||||||||||||
| Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates | 348 | 466 | (43) | 771 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 16 | — | — | 16 | |||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | 364 | $ | 466 | $ | (43) | $ | 787 | |||||||||||||||
| Assets | $ | 9,309 | $ | 49,608 | $ | 2,313 | $ | 61,230 | |||||||||||||||
| Goodwill | 2,516 | 1,756 | 266 | 4,538 | |||||||||||||||||||
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As of and for the six months ended June 30, 2021:
| Title | F&G | Corporate and Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Title premiums | $ | 3,964 | $ | — | $ | — | $ | 3,964 | |||||||||||||||
| Other revenues | 1,584 | 126 | 89 | 1,799 | |||||||||||||||||||
| Revenues from external customers | 5,548 | 126 | 89 | 5,763 | |||||||||||||||||||
| Interest and investment income, including recognized gains and losses, net | (33) | 1,215 | 9 | 1,191 | |||||||||||||||||||
| Total revenues | 5,515 | 1,341 | 98 | 6,954 | |||||||||||||||||||
| Depreciation and amortization | 67 | 209 | 12 | 288 | |||||||||||||||||||
| Interest expense | — | 15 | 41 | 56 | |||||||||||||||||||
| Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 1,083 | 453 | (66) | 1,470 | |||||||||||||||||||
| Income tax expense (benefit) | 263 | 93 | (14) | 342 | |||||||||||||||||||
| Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates | 820 | 360 | (52) | 1,128 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated affiliates | 22 | — | 5 | 27 | |||||||||||||||||||
| Net earnings (loss) | $ | 842 | $ | 360 | $ | (47) | $ | 1,155 | |||||||||||||||
| Assets | $ | 9,565 | $ | 43,206 | $ | 1,749 | $ | 54,520 | |||||||||||||||
| Goodwill | 2,484 | 1,756 | 266 | 4,506 | |||||||||||||||||||
The activities in our segments include the following:
•Title. This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title-related services including loan sub-servicing, valuations, default services, and home warranty products.
•F&G. This segment primarily consists of the operations of our annuities and life insurance related businesses. This segment issues a broad portfolio of annuity and life products, including deferred annuities (fixed indexed and fixed rate annuities), immediate annuities and indexed universal life insurance. This segment also provides funding agreements and pension risk transfer solutions ("PRT").
•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.
| Six months ended June 30, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Cash paid for: | ||||||||||||||
| Interest | $ | 63 | $ | 56 | ||||||||||
| Income taxes | 202 | 307 | ||||||||||||
| Deferred sales inducements | 38 | 44 | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Change in proceeds of sales of investments available for sale receivable in period | 151 | (1) | ||||||||||||
| Change in purchases of investments available for sale payable in period | 212 | 60 | ||||||||||||
| Change in contractholder deposits for FABN issuance | 300 | — | ||||||||||||
| Lease liabilities recognized in exchange for lease right-of-use assets | 42 | 18 | ||||||||||||
| Remeasurement of lease liabilities | 41 | 37 | ||||||||||||
Note J — Revenue Recognition
Disaggregation of Revenue
Our revenue consists of:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||
| Revenue Stream | Income Statement Classification | Segment | Total Revenue | |||||||||||||||||||||||||||||||||||
| Revenue from insurance contracts: | (in millions) | |||||||||||||||||||||||||||||||||||||
| Direct title insurance premiums | Direct title insurance premiums | Title | $ | 859 | $ | 904 | $ | 1,626 | $ | 1,650 | ||||||||||||||||||||||||||||
| Agency title insurance premiums | Agency title insurance premiums | Title | 1,203 | 1,256 | 2,302 | 2,314 | ||||||||||||||||||||||||||||||||
| Life insurance premiums, insurance and investment product fees, and other | Escrow, title-related and other fees | F&G | 68 | 62 | 662 | 126 | ||||||||||||||||||||||||||||||||
| Home warranty | Escrow, title-related and other fees | Title | 43 | 48 | 77 | 87 | ||||||||||||||||||||||||||||||||
| Total revenue from insurance contracts | 2,173 | 2,270 | 4,667 | 4,177 | ||||||||||||||||||||||||||||||||||
| Revenue from contracts with customers: | ||||||||||||||||||||||||||||||||||||||
| Escrow fees | Escrow, title-related and other fees | Title | 294 | 374 | 559 | 698 | ||||||||||||||||||||||||||||||||
| Other title-related fees and income | Escrow, title-related and other fees | Title | 210 | 232 | 406 | 437 | ||||||||||||||||||||||||||||||||
| ServiceLink, excluding title premiums, escrow fees, and subservicing fees | Escrow, title-related and other fees | Title | 92 | 97 | 186 | 187 | ||||||||||||||||||||||||||||||||
| Real estate technology | Escrow, title-related and other fees | Corporate and other | 41 | 24 | 79 | 56 | ||||||||||||||||||||||||||||||||
| Other | Escrow, title-related and other fees | Corporate and other | (33) | 23 | (40) | 33 | ||||||||||||||||||||||||||||||||
| Total revenue from contracts with customers | 604 | 750 | 1,190 | 1,411 | ||||||||||||||||||||||||||||||||||
| Other revenue: | ||||||||||||||||||||||||||||||||||||||
| Loan subservicing revenue | Escrow, title-related and other fees | Title | 67 | 88 | 143 | 175 | ||||||||||||||||||||||||||||||||
| Interest and investment income | Interest and investment income | Various | 463 | 514 | 941 | 916 | ||||||||||||||||||||||||||||||||
| Recognized gains and losses, net | Recognized gains and losses, net | Various | (676) | 232 | (1,145) | 275 | ||||||||||||||||||||||||||||||||
| Total revenues | Total revenues | $ | 2,631 | $ | 3,854 | $ | 5,796 | $ | 6,954 | |||||||||||||||||||||||||||||
45
Our Direct title insurance premiums are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete.
Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Substantially all of our home warranty contracts are one year in length and revenue is recognized ratably over the term of the contract.
Escrow fees and Other title-related fees and income in our Title segment are closely related to Direct title insurance premiums and are primarily associated with managing the closing of real estate transactions, including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and home inspection services, and other real estate or title-related activities. Revenue is primarily recognized upon closing of the underlying real estate transaction or completion of services. Cash associated with such revenue is typically collected at closing.
Revenues from ServiceLink, excluding its title premiums, escrow fees and loan subservicing fees primarily include revenues from real estate appraisal services and foreclosure processing and facilitation services. Revenues from real estate appraisal services are recognized when all appraisal work is complete, a final report is issued to the client and the client is billed. Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete.
Life insurance premiums in our F&G segment reflect premiums for life-contingent PRT, traditional life insurance products and life-contingent immediate annuity products, which are recognized as revenue when due from the policyholder. We have ceded the majority of our traditional life business to unaffiliated third party reinsurers. While the base contract has been reinsured, we continue to retain the return of premium rider. Insurance and investment product fees and other consist primarily of the cost of insurance on IUL policies, unearned revenue ("UREV") on IUL policies, policy rider fees primarily on FIA policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts.
Premium and annuity deposit collections for FIA, fixed rate annuities, immediate annuities and PRT without life contingency, and amounts received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities include net investment income, surrender, cost of insurance and other charges deducted from contractholder funds, and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC, and DSI, other operating costs and expenses, and income taxes.
Real estate technology revenues are primarily comprised of subscription fees for use of software provided to real estate professionals. Subscriptions are only offered on a month-by-month basis and fees are billed monthly. Revenue is recognized in the month services are provided.
Loan subservicing revenues are generated by certain subsidiaries of ServiceLink and are associated with the servicing of mortgage loans on behalf of its customers. Revenue is recognized when the underlying work is performed and billed. Loan subservicing revenues are subject to the recognition requirements of ASC Topic 860.
Interest and investment income consists primarily of interest payments received on fixed maturity security holdings and dividends received on equity and preferred security holdings along with the investment income of limited partnerships.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, primarily related to revenue from our home warranty business, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
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Contract Balances
The following table provides information about trade receivables and deferred revenue:
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In millions) | |||||||||||
| Trade receivables | $ | 497 | $ | 524 | |||||||
| Deferred revenue (contract liabilities) | 257 | 144 | |||||||||
Deferred revenue is recorded primarily for our home warranty contracts. Revenues from home warranty products are recognized over the life of the policy, which is primarily one year. The unrecognized portion is recorded as deferred revenue in accounts payable and other accrued liabilities in the unaudited Condensed Consolidated Balance Sheets. During the three months and six months ended June 30, 2022, we recognized $44 million and $69 million of revenue, respectively, which was included in deferred revenue at the beginning of the respective period.
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Note K —Value of Business Acquired, Deferred Acquisition Costs and Deferred Sales Inducements
A summary of the changes in the carrying amounts of our VOBA, DAC and DSI intangible assets is as follows (in millions):
| VOBA | DAC | DSI | Total | ||||||||||||||||||||
| Balance at January 1, 2022 | $ | 1,185 | $ | 761 | $ | 88 | $ | 2,034 | |||||||||||||||
| Deferrals | — | 334 | 38 | 372 | |||||||||||||||||||
| Amortization | (177) | (80) | (25) | (282) | |||||||||||||||||||
| Interest | 13 | 12 | 1 | 26 | |||||||||||||||||||
| Unlocking | 2 | (1) | 5 | 6 | |||||||||||||||||||
| Adjustment for net unrealized investment (gains) losses | 577 | 156 | 49 | 782 | |||||||||||||||||||
| Balance at June 30, 2022 | $ | 1,600 | $ | 1,182 | $ | 156 | $ | 2,938 | |||||||||||||||
| VOBA | DAC | DSI | Total | ||||||||||||||||||||
| Balance at January 1, 2021 | $ | 1,466 | $ | 222 | $ | 36 | $ | 1,724 | |||||||||||||||
| Deferrals | — | 278 | 44 | 322 | |||||||||||||||||||
| Amortization | (204) | (16) | (12) | (232) | |||||||||||||||||||
| Interest | 15 | 5 | — | 20 | |||||||||||||||||||
| Unlocking | 16 | — | 1 | 17 | |||||||||||||||||||
| Adjustment for net unrealized investment (gains) losses | (15) | (27) | (5) | (47) | |||||||||||||||||||
| Purchase price allocation adjustments | 61 | — | — | 61 | |||||||||||||||||||
| Balance at June 30, 2021 | $ | 1,339 | $ | 462 | $ | 64 | $ | 1,865 | |||||||||||||||
Amortization of VOBA, DAC, and DSI is based on the current and future expected gross margins or profits recognized, including investment gains and losses. The interest accrual rate utilized to calculate the accretion of interest on VOBA ranged from 0% to 4.71%. The adjustment for unrealized net investment losses (gains) represents the amount of VOBA, DAC, and DSI that would have been amortized if such unrealized gains and losses had been recognized. This is referred to as the “shadow adjustments” as the additional amortization is reflected in AOCI rather than the unaudited Condensed Consolidated Statements of Earnings. As of June 30, 2022 and June 30, 2021, the VOBA balances included cumulative adjustments for net unrealized investment gains (losses) of $(345) million and $298 million, respectively, the DAC balances included cumulative adjustments for net unrealized investment gains (losses) of $(117) million and $53 million, respectively, and the DSI balance included net unrealized investment gains (losses) of $(42) million and $10 million, respectively.
For the in-force liabilities as of June 30, 2022, the estimated amortization expense for VOBA in future fiscal periods is as follows (in millions):
| Estimated Amortization Expense | |||||
| Fiscal Year | |||||
| 2022 | $ | (17) | |||
| 2023 | 86 | ||||
| 2024 | 177 | ||||
| 2025 | 161 | ||||
| 2026 | 145 | ||||
| Thereafter | 703 | ||||
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Note L — F&G Reinsurance
F&G reinsures portions of its policy risks with other insurance companies. The use of indemnity reinsurance does not discharge an insurer from liability on the insurance ceded. The insurer is required to pay in full the amount of its insurance liability regardless of whether it is entitled to or able to receive payment from the reinsurer. The portion of risks exceeding F&G's retention limit is reinsured. F&G primarily seeks reinsurance coverage in order to limit its exposure to mortality losses and enhance capital management. If the underlying policy being reinsured is an insurance contract, F&G follows reinsurance accounting when there is adequate risk transfer or deposit accounting if there is inadequate risk transfer. If the underlying policy being reinsured is an investment contract, the effects of the agreement are accounted for as a separate investment contract.
The effects of reinsurance on net premiums earned and net benefits incurred (benefits paid and reserve changes) for the three and six months ended June 30, 2022 and June 30, 2021 were as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| Net Premiums Earned | Net Benefits Incurred | Net Premiums Earned | Net Benefits Incurred | Net Premiums Earned | Net Benefits Incurred | Net Premiums Earned | Net Benefits Incurred | ||||||||||||||||||||||||||||||||||||||||
| Direct | $ | 39 | $ | 184 | $ | 44 | $ | 891 | $ | 606 | $ | 697 | $ | 87 | $ | 1,185 | |||||||||||||||||||||||||||||||
| Ceded | (35) | (602) | (38) | (316) | (67) | (907) | (71) | (636) | |||||||||||||||||||||||||||||||||||||||
| Net | $ | 4 | $ | (418) | $ | 6 | $ | 575 | $ | 539 | $ | (210) | $ | 16 | $ | 549 | |||||||||||||||||||||||||||||||
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 six months ended June 30, 2022 and June 30, 2021. F&G did not commute any ceded reinsurance treaties during the six months ended June 30, 2022 and June 30, 2021.
F&G estimates expected credit losses on reinsurance recoverables using a probability of default/loss given default model. Significant inputs to the model include the reinsurer's credit risk, expected timing of recovery, industry-wide historical default experience, senior unsecured bond recovery rates, and credit enhancement features. As of June 30, 2022 and June 30, 2021, the expected credit loss reserve was $19 million and $20 million, respectively. There were no significant changes in the expected credit loss reserve for the three and six months ended June 30, 2022 and June 30, 2021.
No policies issued by F&G have been reinsured with any foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance.
F&G has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than non-payment of premiums or other similar credit issues.
Effective May 1, 2020, F&G entered into an indemnity reinsurance agreement with Canada Life Assurance Company United States Branch, a third party reinsurer, to reinsure FIA policies with GMWB. In accordance with the terms of this agreement, F&G cedes a quota share percentage of the net retention of guarantee payments in excess of account value for GMWB. This treaty was subsequently amended effective January 1, 2021 and January 1, 2022, and now covers FIA policies with GMWB issued from January 1, 2020 to December 31, 2023. The effects of this agreement are not accounted for as reinsurance as it does not satisfy the risk transfer requirements for GAAP; therefore, deposit accounting is applied.
Concentration of Reinsurance Risk
F&G has a significant concentration of reinsurance risk with third party reinsurers, Aspida Re, Wilton Reassurance Company (“Wilton Re”), and Somerset that could have a material impact on our financial position in the event that any of these reinsurers fails to perform its obligations under the various reinsurance treaties. Aspida Re has an A- issuer credit rating from AM Best as of June 30, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement. Wilton Re has an A+ issuer credit rating from AM Best and an A+ issuer credit rating from Fitch as of June 30, 2022. Somerset has an A- issuer credit rating from AM Best and a BBB+ issuer credit rating from S&P as of June 30, 2022, and the risk of non-performance is further mitigated through the funds withheld arrangement. On June 30, 2022, the net amounts recoverable from Aspida Re, Wilton Re, and Somerset were $1,651 million, $1,259 million, and $626 million, respectively. We monitor both the financial condition of individual reinsurers and risk concentration arising from similar activities and economic characteristics of reinsurers to attempt to reduce the risk of default by such reinsurers.
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We believe that all amounts due from Aspida Re, Wilton Re, and Somerset for periodic treaty settlements are collectible as of June 30, 2022.
There have been no other material changes in the reinsurance and the intercompany reinsurance agreements described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Note M — F&G Insurance Subsidiary Financial Information and Regulatory Matters
Our U.S. insurance subsidiaries, FGL Insurance, FGL NY Insurance, and Raven Re, file financial statements with state insurance regulatory authorities and the National Association of Insurance Commissioners (“NAIC”) that are prepared in accordance with Statutory Accounting Principles (“SAP”) prescribed or permitted by such authorities, which may vary materially from GAAP. Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. The principal differences between SAP financial statements and financial statements prepared in accordance with GAAP are that SAP financial statements do not reflect VOBA, DAC, and DSI, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contractholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted. Accordingly, SAP operating results and SAP capital and surplus may differ substantially from amounts reported in the GAAP basis financial statements for comparable items.
F&G Cayman Re Ltd and F&G Life Re Ltd (Bermuda) file financial statements with their respective regulators that are based on U.S. GAAP.
FGL Insurance applies Iowa-prescribed accounting practices that permit Iowa-domiciled insurers to report equity call options used to economically hedge FIA index credits at amortized cost for statutory accounting purposes and to calculate FIA statutory reserves such that index credit returns will be included in the reserve only after crediting to the annuity contract. This resulted in a $162 million and $106 million decrease to statutory capital and surplus at June 30, 2022 and December 31, 2021, respectively.
FGL Insurance’s statutory carrying value of Raven Reinsurance Company ("Raven Re") reflects the effect of permitted practices Raven Re received to treat the available amount of a letter of credit as an admitted asset, which increased Raven Re’s statutory capital and surplus by $50 million and $85 million at June 30, 2022 and December 31, 2021, respectively.
Raven Re is also permitted to follow Iowa prescribed statutory accounting practice for its reserves on reinsurance assumed from FGL Insurance. Without such permitted statutory accounting practices, Raven Re’s statutory capital and surplus (deficit) and its risk-based capital would not fall below the minimum regulatory requirements. The letter of credit facility is collateralized by NAIC 1 rated debt securities. If the permitted practice was revoked, the letter of credit could be replaced by the collateral assets with Nomura’s consent. FGL Insurance’s statutory carrying value of Raven Re was $80 million and $115 million at June 30, 2022 and December 31, 2021, respectively.
As of June 30, 2022, FGL NY Insurance did not follow any prescribed or permitted statutory accounting practices that differ from the NAIC's statutory accounting practices.
The prescribed and permitted statutory accounting practices have no impact on our unaudited Condensed Consolidated Financial Statements, which are prepared in accordance with GAAP.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: the potential impact of the consummation of the proposed F&G spin-off transaction on relationships, including employees, suppliers, customers and competitors; our ability to successfully realize the anticipated benefits of the proposed spin-off transaction; the ability to satisfy any necessary conditions (including any applicable regulatory approvals) to consummate the spin-off transaction within the estimated timeframe or at all; changes in general economic, business and political and COVID-19 conditions, including changes in the financial markets; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, a weak U.S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in consummating and integrating acquisitions; our dependence on distributions from our title insurance underwriters as our main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2021 and other filings with the SEC.
The following discussion should be read in conjunction with our Annual Report.
Overview
For a description of our business, including descriptions of segments and recent business developments, see the discussion in Note A Basis of Financial Statements in the accompanying unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part I, Item 2.
Business Trends and Conditions
Title
Our Title segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.
We have found that residential real estate activity is generally dependent on the following factors:
•mortgage interest rates;
•mortgage funding supply;
•housing inventory and home prices;
•supply and demand for commercial real estate; and
•the strength of the United States economy, including employment levels.
The most recent forecast of the Mortgage Bankers Association ("MBA"), as of July 18, 2022, estimates (actual for fiscal year 2021) the size of the U.S. residential mortgage originations market as shown in the following table for 2021 - 2024 in its "Mortgage Finance Forecast" (in trillions):
| 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||||
| Purchase transactions | $ | 1.8 | $ | 1.7 | $ | 1.7 | $ | 1.7 | ||||||||||||||||||
| Refinance transactions | $ | 0.7 | $ | 0.5 | $ | 0.7 | $ | 2.3 | ||||||||||||||||||
| Total U.S. mortgage originations forecast | $ | 2.5 | $ | 2.2 | $ | 2.4 | $ | 4.0 | ||||||||||||||||||
As of July 18, 2022, the MBA expects residential purchase transactions to slightly increase in 2022 and beyond. Additionally the MBA expects residential refinance transactions to decrease in 2022 and 2023 before increasing in 2024. The MBA expects overall mortgage originations to decrease in 2022 and 2023 before increasing in 2024.
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During the first quarter of 2022 the Federal Reserve raised the benchmark interest rate by 25 basis points in an effort to combat inflation, the first increase since 2018. In May 2022 and June 2022, the Federal Reserve further raised the benchmark interest rate by 50 and 75 basis points, respectively, in efforts to combat rising inflation. Average interest rates for a 30-year fixed rate mortgage increased to 5.3% and 4.6% for the three and six months ended June 30, 2022, respectively, as compared to 3.0% and 3.0% for the corresponding periods of 2021. On July 27, 2022, the Federal Reserve raised the benchmark interest rate by an additional 75 basis points.
A shortage in the supply of homes for sale, increasing home prices, rising mortgage interest rates, inflation and disrupted labor markets created some volatility in the residential real estate market in 2021, which has continued into 2022. Additionally, geopolitical uncertainties associated with the war in the Ukraine have created additional volatility in the global economy in 2022. Existing-home sales decreased 10% in the three months ended June 30, 2022 as compared to the corresponding period in 2021 while median existing-home sales prices rose to $406,633 in the three months ended June 30, 2022, a 15 % increase over the corresponding period in 2021. Existing-home sales decreased 6% in the six months ended June 30, 2022 as compared to the corresponding period in 2021 while median existing-home sales prices rose to $386,200 in the six months ended June 30, 2022, a 15 % increase over the corresponding period in 2021.
Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 3.6% in June 2022, which was near the record low of 3.5% in February 2020, as compared to 5.9% in June 2021.
Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space and occupancy rates in a particular area rather than by interest rate fluctuations, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. Commercial real estate transaction volume is also often linked to the availability of financing. Factors including U.S. tax reform and a shift in U.S. monetary policy have had, or are expected to have, varying effects on availability of financing in the U.S. Lower corporate and individual tax rates and corporate tax-deductibility of capital expenditures have provided increased capacity and incentive for investments in commercial real estate. In 2021 and the first 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.
We continually monitor mortgage origination trends and believe that, based on our ability to produce industry leading operating margins through all economic cycles, we are well positioned to adjust our operations for adverse changes in real estate activity and to take advantage of increased volume when demand increases.
Seasonality. Historically, real estate transactions have produced seasonal revenue fluctuations in the real estate industry. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The second and third calendar quarters are typically the strongest quarters in terms of revenue, primarily due to a higher volume of residential transactions in the spring and summer months. The fourth quarter is typically strong due to the desire of commercial entities to complete transactions by year-end. We have noted short-term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates. Due to COVID-19 and the Federal Reserve's actions in 2020 in response to the pandemic, seasonality deviated from historical patterns in 2021.
F&G
The following factors represent some of the key trends and uncertainties that have influenced the development of our F&G segment and its historical financial performance, and we believe these key trends and uncertainties will continue to influence the business and financial performance of our F&G segment in the future.
COVID-19 Pandemic
While still evolving, the COVID-19 pandemic has caused significant economic and financial turmoil in the U.S. and around the world. At this time, it is still not possible to estimate the longer term-effects the COVID-19 pandemic could have on our F&G segment or our consolidated financial statements. Increased economic uncertainty and increased unemployment that could potentially result from the spread of COVID-19 variants may result in F&G policyholders seeking sources of liquidity and withdrawing at rates greater than was previously expected. Additionally, adverse events or conditions resulting from COVID-19 could also have a negative effect on its sales of new policies and could result in more volatility from the impact of mortality experience. As of June 30, 2022, F&G has not seen a sustained elevated level of adverse policyholder experience from the impact of COVID-19 on the overall business. The full extent to which the COVID-19
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pandemic impacts our F&G segment's financial condition, results of operations, liquidity or prospects will depend on future developments, which cannot be predicted at this time.
Market Conditions
Market volatility has affected, and may continue to affect, our business and financial performance in varying ways. Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions. To enhance the attractiveness and profitability of our products and services, we continually monitor the behavior of our customers, as evidenced by annuitization rates and lapse rates, which vary in response to changes in market conditions. See Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion of risk factors that could affect market conditions.
Interest Rate Environment
Some of our F&G products include guaranteed minimum crediting rates, most notably our fixed rate annuities. As of June 30, 2022, our reserves, net of reinsurance, and average crediting rate on our fixed rate annuities were $5.0 billion and 3%, respectively. We are required to pay the guaranteed minimum crediting rates even if earnings on our investment portfolio decline, which would negatively impact earnings. In addition, we expect more policyholders to hold policies with comparatively high guaranteed rates for a longer period in a low interest rate environment. Conversely, a rise in average yield on our investment portfolio would increase earnings if the average interest rate we pay on our products does not rise correspondingly. Similarly, we expect that policyholders would be less likely to hold policies with existing guarantees as interest rates rise and the relative value of other new business offerings are increased, which would negatively impact our earnings and cash flows.
See Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 for a more detailed discussion of interest rate risk.
Aging of the U.S. Population
We believe that the aging of the U.S. population will increase the demand for our fixed indexed annuities ("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 17% in 2021 to 21% in 2035. The impact of this growth may be offset to some extent by asset outflows as an increasing percentage of the population begins withdrawing assets to convert their savings into income.
Industry Factors and Trends Affecting Our Results of Operations
We operate in the sector of the insurance industry that focuses on the needs of middle-income Americans. The underserved middle-income market represents a major growth opportunity for us. As a tool for addressing the unmet need for retirement planning, we believe that many middle-income Americans have grown to appreciate the financial certainty that we believe annuities such as our FIA products afford. Accordingly, the FIA market grew from nearly $12 billion of sales in 2002 to $66 billion of sales in 2021. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual premiums in 2002 to $2 billion of annual premiums in 2021.
See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 for a more detailed discussion of industry factors and trends affecting our Results of Operations.
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Results of Operations
Consolidated Results of Operations
Net Earnings. The following table presents certain financial data for the periods indicated:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Direct title insurance premiums | $ | 859 | $ | 904 | $ | 1,626 | $ | 1,650 | |||||||||||||||
| Agency title insurance premiums | 1,203 | 1,256 | 2,302 | 2,314 | |||||||||||||||||||
| Escrow, title-related and other fees | 782 | 948 | 2,072 | 1,799 | |||||||||||||||||||
| Interest and investment income | 463 | 514 | 941 | 916 | |||||||||||||||||||
| Recognized gains and losses, net | (676) | 232 | (1,145) | 275 | |||||||||||||||||||
| Total revenues | 2,631 | 3,854 | 5,796 | 6,954 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Benefits and other changes in policy reserves | (418) | 575 | (210) | 549 | |||||||||||||||||||
| Personnel costs | 839 | 890 | 1,662 | 1,702 | |||||||||||||||||||
| Agent commissions | 930 | 970 | 1,774 | 1,777 | |||||||||||||||||||
| Other operating expenses | 457 | 476 | 899 | 934 | |||||||||||||||||||
| Depreciation and amortization | 161 | 105 | 343 | 288 | |||||||||||||||||||
| Provision for title claim losses | 93 | 97 | 177 | 178 | |||||||||||||||||||
| Interest expense | 31 | 28 | 61 | 56 | |||||||||||||||||||
| Total expenses | 2,093 | 3,141 | 4,706 | 5,484 | |||||||||||||||||||
| Earnings before income taxes and equity in earnings of unconsolidated affiliates | 538 | 713 | 1,090 | 1,470 | |||||||||||||||||||
| Income tax expense | 164 | 176 | 319 | 342 | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 14 | 14 | 16 | 27 | |||||||||||||||||||
| Net earnings from continuing operations | $ | 388 | $ | 551 | $ | 787 | $ | 1,155 | |||||||||||||||
Revenues.
Total revenues decreased by $1,223 million in the three months ended June 30, 2022 and decreased by $1,158 million in the six months ended June 30, 2022 compared to the corresponding periods in 2021.
Net earnings from continuing operations decreased by $163 million in the three months ended June 30, 2022 and decreased by $368 million in the six months ended June 30, 2022 compared to the corresponding periods in 2021.
The change in revenue and net earnings from our reportable segments is discussed in further detail at the segment level below.
Expenses.
Our operating expenses consist primarily of Personnel costs; Other operating expenses, which in our title business are incurred as orders are received and processed; Agent commissions, which are incurred as title agency revenue is recognized; and Benefits and other changes in policy reserves, which in our F&G segment are charged to earnings in the period they are earned by the policyholder based on their selected strategy. For traditional life and immediate annuities, policy benefit claims are charged to expense in the period that the claims are incurred, net of reinsurance recoveries. Title insurance premiums, escrow and title-related fees are generally recognized as income at the time the underlying transaction closes or other service is provided. Direct title operations revenue often lags approximately 45-60 days behind expenses and therefore gross margins may fluctuate. The changes in the market environment, mix of business between direct and agency operations and the contributions from our various business units have historically impacted margins and net earnings. We have implemented programs and have taken necessary actions to maintain expense levels consistent with revenue
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streams. However, a short-term lag exists in reducing controllable fixed costs and certain fixed costs are incurred regardless of revenue levels.
Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses.
Agent commissions represent the portion of premiums retained by our third-party agents pursuant to the terms of their respective agency contracts.
Benefit expenses for deferred annuity, FIA and IUL policies include index credits and interest credited to contractholder account balances and benefit claims in excess of contract account balances, net of reinsurance recoveries. Other changes in policy reserves include the change in the fair value of the FIA embedded derivative and the change in the reserve for secondary guarantee benefit payments. Other changes in policy reserves also include the change in reserves for life insurance products.
Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), appraisal fees and other cost of sales on ServiceLink product offerings and other title-related products, postage and courier services, computer services, professional services, travel expenses, general insurance and bad debt expense on our trade and notes receivable.
The Provision for title claim losses includes an estimate of anticipated title and title-related claims, and escrow losses.
The change in expenses attributable to our reportable segments is discussed in further detail at the segment level below.
Income tax expense was $164 million and $176 million in the three months ended June 30, 2022 and 2021, respectively, and $319 million and $342 million in the six months ended June 30, 2022 and 2021, respectively. Income tax expense as a percentage of earnings before income taxes was 30% and 25% in the three months ended June 30, 2022 and 2021, respectively and 29% and 23% in the six months ended June 30, 2022 and 2021, respectively. The increase in income tax expense as a percentage of earnings before taxes in the three months ended June 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowance in the 2022 period for tax benefits associated with deferred tax assets related to recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes. The increase in income tax expense as a percentage of earnings before taxes in the six months ended June 30, 2022 as compared to the corresponding period in 2021 is primarily attributable to the recording of a valuation allowances in the 2022 period for tax benefits associated with deferred tax assets related to realized losses on the past sales of discontinued operations and the aforementioned recognized valuation losses on equity securities for which it is more likely than not that we will not be able to realize for tax purposes.
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Title
The following table presents the results from operations of our Title segment:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Direct title insurance premiums | $ | 859 | $ | 904 | $ | 1,626 | $ | 1,650 | |||||||||||||||
| Agency title insurance premiums | 1,203 | 1,256 | 2,302 | 2,314 | |||||||||||||||||||
| Escrow, title-related and other fees | 706 | 839 | 1,371 | 1,584 | |||||||||||||||||||
| Interest and investment income | 35 | 27 | 62 | 56 | |||||||||||||||||||
| Recognized gains and losses, net | (249) | (30) | (424) | (89) | |||||||||||||||||||
| Total revenues | 2,554 | 2,996 | 4,937 | 5,515 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Personnel costs | 821 | 826 | 1,597 | 1,580 | |||||||||||||||||||
| Agent commissions | 930 | 970 | 1,774 | 1,777 | |||||||||||||||||||
| Other operating expenses | 409 | 425 | 806 | 830 | |||||||||||||||||||
| Depreciation and amortization | 34 | 34 | 67 | 67 | |||||||||||||||||||
| Provision for title claim losses | 93 | 97 | 177 | 178 | |||||||||||||||||||
| Total expenses | 2,287 | 2,352 | 4,421 | 4,432 | |||||||||||||||||||
| Earnings from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | $ | 267 | $ | 644 | $ | 516 | $ | 1,083 | |||||||||||||||
| Orders opened by direct title operations (in thousands) | 443 | 695 | 965 | 1,465 | |||||||||||||||||||
| Orders closed by direct title operations (in thousands) | 348 | 568 | 728 | 1,165 | |||||||||||||||||||
| Fee per file (in dollars) | $ | 3,557 | $ | 2,444 | $ | 3,210 | $ | 2,188 | |||||||||||||||
Total revenues for the Title segment decreased by $442 million, or 15%, in the three months ended June 30, 2022 and decreased by $578 million, or 10% in the six months ended June 30, 2022 from the corresponding periods in 2021.
The following table presents the percentages of title insurance premiums generated by our direct and agency operations:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| % of | % of | % of | % of | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 | Total | 2021 | Total | 2022 | Total | 2021 | Total | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Title premiums from direct operations | $ | 859 | 42 | % | $ | 904 | 42 | % | $ | 1,626 | 41 | % | $ | 1,650 | 42 | % | |||||||||||||||||||||||||||||||
| Title premiums from agency operations | 1,203 | 58 | 1,256 | 58 | 2,302 | 59 | 2,314 | 58 | |||||||||||||||||||||||||||||||||||||||
| Total title premiums | $ | 2,062 | 100 | % | $ | 2,160 | 100 | % | $ | 3,928 | 100 | % | $ | 3,964 | 100 | % | |||||||||||||||||||||||||||||||
Title premiums decreased by $98 million, or 5% in the three months ended June 30, 2022 from the corresponding period in 2021. The decrease was comprised of a decrease in Title premiums from direct operations of $45 million, or 5%, and an decrease in Title premiums from agency operations of $53 million, or 4%.
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Title premiums decreased by 0.9% in the six months ended June 30, 2022 as compared to the corresponding period in 2021. The decrease is comprised of a decrease in Title premiums from direct operations of $24 million, or 1%, and a decrease in Title premiums from agency operations of $12 million or 1%.
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 June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Opened title insurance orders from purchase transactions (1) | 75 | % | 53 | % | 68 | % | 47 | % | |||||||||||||||
| Opened title insurance orders from refinance transactions (1) | 25 | 47 | 32 | 53 | |||||||||||||||||||
| 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||
| Closed title insurance orders from purchase transactions (1) | 71 | % | 47 | % | 62 | % | 40 | % | |||||||||||||||
| Closed title insurance orders from refinance transactions (1) | 29 | 53 | 38 | 60 | |||||||||||||||||||
| 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 six months ended June 30, 2022 from the corresponding periods in 2021. The decreases were primarily attributable to decreased closed order volume, partially offset by increases in the average fee per file, which were driven by increases in the proportion of purchase transactions versus refinance transactions.
We experienced a significant decrease in closed title insurance order volume from refinance transactions in the three and six months ended June 30, 2022 from the corresponding periods in 2021. Closed title insurance volume from purchase transactions slightly decreased in the three and six months ended June 30, 2022 when compared to the corresponding periods in 2021. Total closed order volume was 348,000 in the three months ended June 30, 2022 compared to 568,000 in the three months ended June 30, 2021 and 728,000 in the six months ended June 30, 2022 compared to 1,165,000 in the six months ended June 30, 2021. This represented an overall decrease of 39% and 38% in the three and six months ended June 30, 2022, respectively, from the corresponding periods in 2021. The decreases were primarily attributable to higher average mortgage interest rates and the surge in residential refinance transactions in 2020 and the first half of 2021, resulting in a decline in the population of eligible refinance candidates in the three and six months ended June 30, 2022 when compared to the corresponding periods in 2021.
Total opened title insurance order volume decreased in the three and six months ended June 30, 2022 from the corresponding periods in 2021. The decrease was attributable to decreased opened title orders from refinance and purchase transactions.
The average fee per file in our direct operations was $3,557 and $3,210 in the three and six months ended June 30, 2022, respectively, compared to $2,444 and $2,188 in the three and six months ended June 30, 2021, respectively. The increases in average fee per file in the three and six-month periods reflect an increased proportion of purchase transactions relative to total closed orders and an increased commercial market compared to the corresponding periods in 2021. The fee per file tends to change as the mix of refinance and purchase transactions changes, because purchase transactions involve the issuance of both a lender’s policy and an owner’s policy, resulting in higher fees, whereas refinance transactions only require a lender’s policy, resulting in lower fees.
Title premiums from agency operations decreased $53 million, or 4%, in the three months ended June 30, 2022 and decreased $12 million, or 1%, in the six months ended June 30, 2022 from the corresponding periods in 2021. The current trends in the agency business reflect a strong residential purchase environment in many markets throughout the country and a concerted effort by management to increase remittances with existing agents as well as cultivate new relationships with potential new agents.
Escrow, title-related and other fees decreased by $133 million, or 16%, in the three months ended June 30, 2022 and decreased $213 million or 13% in the six months ended June 30, 2022 from the corresponding periods
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in 2021. Escrow fees decreased by $80 million, or 21%, in the three months ended June 30, 2022 and $139 million, or 20% in the six months ended June 30, 2022 from the corresponding periods in 2021. The decreases in the three and six-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 $53 million, or 11%, in the three months ended June 30, 2022 and decreased by $74 million, or 8% in the six months ended June 30, 2022 from the corresponding periods in 2021. The decreases in Other fees in the three and six-month periods were attributable to various immaterial items.
Interest and investment income levels are primarily a function of securities markets, interest rates and the amount of cash available for investment. Interest and investment income increased $8 million, or 30%, in the three months ended June 30, 2022 and increased $6 million, or 11% in the six months ended June 30, 2022 from the corresponding period in 2021. The increases in the three and six-month periods were primarily attributable to increased income from our tax-deferred property exchange business and higher yields on our short-term investments when compared to the corresponding periods in 2021.
Net recognized losses were $249 million and $30 million in the three months ended June 30, 2022 and 2021, respectively. Net recognized losses were $424 million and $89 million in the six months ended June 30, 2022 and 2021, respectively. The increases in net recognized losses in the three and six months ended June 30, 2022 compared to the corresponding periods in 2021 are primarily attributable to fluctuations in non-cash valuation changes on our equity and preferred security holdings in addition to various other immaterial items.
Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs decreased $5 million, or 1%, in the three months ended June 30, 2022 and increased $17 million, or 1% in the six months ended June 30, 2022 compared to the corresponding periods in 2021. The decrease in the three-month period is due to lower average head count in the 2022 period partially offset by an increase in the 401(k) match in the 2022 period. The increase in the six-month period was primarily attributable to an increase in the 401(k) employer match as compared to the 2021 period and a higher average head count in the first quarter of 2022 as compared to the first quarter of 2021. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 52% and 47% for the three months ended June 30, 2022 and 2021, respectively and 53% and 49% for the six-month periods ended June 30, 2022 and 2021, respectively. Average employee count in the Title segment was 26,283 and 27,348 in the three months ended June 30, 2022 and 2021, respectively, and 26,628 and 26,846 in the six months ended June 30, 2022 and 2021, respectively.
Other operating expenses decreased by $16 million, or 4%, in the three months ended June 30, 2022, and decreased by $24 million, or 3% in the six months ended June 30, 2022 from the corresponding periods in 2021. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 26% and 24% in the three months ended June 30, 2022 and 2021, respectively, and 27% and 26% in the six months ended June 30, 2022 and 2021, respectively.
Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions and the resulting percentage of agent premiums that we retain vary according to regional differences in real estate closing practices and state regulations.
The following table illustrates the relationship of agent premiums and agent commissions, which has remained relatively consistent since 2021:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | % | 2021 | % | 2022 | % | 2021 | % | ||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Agent premiums | $ | 1,203 | 100 | % | $ | 1,256 | 100 | % | $ | 2,302 | 100 | % | $ | 2,314 | 100 | % | |||||||||||||||||||||||||||||||
| Agent commissions | 930 | 77 | % | 970 | 77 | % | 1,774 | 77 | % | 1,777 | 77 | % | |||||||||||||||||||||||||||||||||||
| Net retained agent premiums | $ | 273 | 23 | % | $ | 286 | 23 | % | $ | 528 | 23 | % | $ | 537 | 23 | % | |||||||||||||||||||||||||||||||
The claim loss provision for title insurance was $93 million and $97 million for the three months ended June 30, 2022 and 2021, respectively, and $177 million and $178 million for the six months ended June 30, 2022 and 2021, respectively. The provision reflects an average provision rate of 4.5% of title premiums in all
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periods. We continually monitor and evaluate our loss provision level, actual claims paid, and the loss reserve position each quarter. This loss provision rate is set to provide for losses on current year policies, but due to development of prior years and our long claim duration, it periodically includes amounts of estimated adverse or positive development on prior years' policies.
F&G
Segment Overview
Through our wholly owned F&G subsidiary, we have five distribution channels across retail and institutional markets. Our three retail channels include agent-based IMOs, banks and broker dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF’s ownership and F&G’s subsequent rating upgrades in mid-2020, we launched into banks and broker dealers. Further, in 2021, we launched two institutional channels to originate 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 Inc.
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) net investment spread, which is 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.
On March 14, 2022, our Board of Directors approved a dividend to our shareholders, on a pro rata basis, of 15% of the common stock of F&G (the "F&G Distribution"). We intend to retain control of F&G through our approximate 85% ownership stake. The proposed F&G Distribution is intended to be structured as a taxable dividend to our shareholders and is subject to various conditions including the final approval of our Board of Directors, the effectiveness of appropriate filings with the U.S Securities and Exchange Commission (the "SEC"), and any applicable regulatory approvals. The record date and distribution settlement date will be determined by our Board of Directors prior to the distribution. Upon completion of the F&G Distribution, our shareholders as of the record date are expected to own stock in both publicly traded companies. On July 20, 2022, F&G filed its confidential Form 10 registration statement with the SEC. The proposed F&G Distribution is targeted to be completed early in the fourth quarter of 2022. However, there can be no assurance regarding the timeframe for completing the F&G Distribution or that the conditions of the F&G Distribution will be met.
Key Components of Our Historical Results of Operations
Through our insurance subsidiaries, we issue a broad portfolio of deferred annuities (FIA and fixed rate annuities), indexed universal life insurance (IUL), immediate annuities, funding agreements and PRT solutions. A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued. IUL insurance is a complementary type of contract that accumulates value in a cash value account and provides a payment to designated beneficiaries upon the policyholder’s death. An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time.
Under U.S. GAAP, premium collections for FIAs, fixed rate annuities, immediate annuities and PRT without life contingency, and deposits received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender, cost of insurance and other charges deducted from contractholder funds, and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product 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.
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F&G hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions. We purchase derivatives consisting predominantly of call options and, to a lesser degree, futures contracts (specifically for FIA contracts) on the equity indices underlying the applicable policy. These derivatives are used to offset the reserve impact of the index credits due to policyholders under the FIA and IUL contracts. The majority of all such call options are one-year options purchased to match the funding requirements underlying the FIA/IUL contracts. We attempt to manage the cost of these purchases through the terms of our FIA/IUL contracts, which permit us to change caps, spread, or participation rates on each policy's annual anniversary, subject to certain guaranteed minimums that must be maintained. The call options and futures contracts are marked to fair value with the change in fair value included as a component of net investment gains (losses). The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instruments’ terms or upon early termination and the changes in fair value of open positions.
Earnings from products accounted for as deposit liabilities are primarily generated from the excess of net investment income earned over the sum of interest credited to policyholders and the cost of hedging our risk on FIA/IUL policies, known as the net investment spread. With respect to FIAs/IULs, the cost of hedging our risk includes the expenses incurred to fund the index credits. Proceeds received upon expiration or early termination of call options purchased to fund annual index credits are recorded as part of the change in fair value of derivatives, and are largely offset by an expense for index credits earned on annuity contractholder fund balances.
Our profitability depends in large part upon the amount of assets under management (“AUM” — see “Non-GAAP Financial Measures” section), the net investment spreads earned on our average assets under management ("AAUM" — see “Non-GAAP Financial Measures” section), our ability to manage our operating expenses and the costs of acquiring new business (principally commissions to agents and bonuses credited to policyholders). As we grow AUM, earnings generally increase. AUM increases when cash inflows, which include sales, exceed cash outflows. Managing net investment spreads involves the ability to maximize returns on our AUM and minimize risks such as interest rate changes and defaults or impairment of investments. It also includes our ability to manage interest rates credited to policyholders and costs of the options and futures purchased to fund the annual index credits on the FIA/IULs. We analyze returns on AAUM, VOBA, pre- and post-DAC and DSI as well as pre- and post-tax to measure our profitability in terms of growth and improved earnings.
In June 2021, we established a FABN, pursuant to which FGL Insurance may issue funding agreements to a special purpose statutory trust (the “Trust”) for spread lending purposes. The maximum aggregate principal amount permitted to be outstanding at any one time under the FABN Program is currently $5.0 billion. We also issue funding agreements through FHLB.
In July 2021, we entered the PRT market, pursuant to which FGL Insurance and FGL NY Insurance may issue group annuity contracts to discharge pension plan liabilities from a pension plan sponsor. Life contingent PRT premiums are included in life insurance premiums and other fees below.
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with GAAP, this document includes non-GAAP financial measures, which the Company believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. Management believes these non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Our non-GAAP measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate such non-GAAP measures in the same manner as we do. The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. By disclosing these non-GAAP financial measures, the Company believes it offers investors a greater understanding of, and an enhanced level of transparency into, the means by which the Company’s management operates the Company. Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings, net earnings attributable to common shareholders, or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are provided within.
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Adjusted Net Earnings Attributable to Common Shareholders
Adjusted net earnings attributable to common shareholders ("Adjusted net earnings") is a non-GAAP economic measure we use to evaluate financial performance each period. Adjusted net earnings is calculated by adjusting net earnings (loss) from continuing operations attributable to common shareholders to eliminate:
(i)Recognized (gains) and losses, net: the impact of net investment gains/losses, including changes in allowance for expected credit losses and other than temporary impairment ("OTTI") losses, recognized in operations; the impact of market volatility on the alternative asset portfolio that differ from management's expectation of returns over the life of these assets; and the effect of changes in fair value of the reinsurance related embedded derivative;
(ii)Indexed product related derivatives: the impacts related to changes in the fair value, including both realized and unrealized gains and losses, of index product related derivatives and embedded derivatives, net of hedging cost;
(iii)Purchase price amortization: the impacts related to the amortization of certain intangibles (internally developed software, trademarks and value of distribution asset ("VODA")) recognized as a result of acquisition activities;
(iv)Transaction costs: the impacts related to acquisition, integration and merger related items; and
(v)Other "non-recurring", "infrequent" or "unusual items": Management excludes certain items determined to be “non-recurring”, “infrequent” or “unusual” from adjusted net earnings when incurred if it is determined these expenses are not a reflection of the core business and when the nature of the item is such that it is not reasonably likely to recur within two years and/or there was not a similar item in the preceding two years.
Adjustments to adjusted net earnings are net of the corresponding impact on amortization of intangibles, as appropriate. The income tax impact related to these adjustments is measured using an effective tax rate, as appropriate by tax jurisdiction. While these adjustments are an integral part of the overall performance of F&G, market conditions and/or the non-operating nature of these items can overshadow the underlying performance of the core business. Accordingly, management considers this to be a useful measure internally and to investors and analysts in analyzing the trends of our operations. Adjusted net earnings should not be used as a substitute for net earnings (loss). However, we believe the adjustments made to net earnings (loss) in order to derive adjusted net earnings provide an understanding of our overall results of operations.
For example, we could have strong operating results in a given period, yet report net income that is materially less, if during such period the fair value of our derivative assets hedging the FIA and IUL index credit obligations decreased due to general equity market conditions but the embedded derivative liability related to the index credit obligation did not decrease in the same proportion as the derivative assets because of non-equity market factors such as interest rate and non-performance credit spread movements. Similarly, we could also have poor operating results in a given period yet show net earnings (loss) that is materially greater, if during such period the fair value of the derivative assets increases but the embedded derivative liability did not increase in the same proportion as the derivative assets. We hedge our index credits with a combination of static and dynamic strategies, which can result in earnings volatility, the effects of which are generally likely to reverse over time. Our management and board of directors review adjusted net earnings and net earnings (loss) as part of their examination of our overall financial results. However, these examples illustrate the significant impact derivative and embedded derivative movements can have on our net earnings (loss). Accordingly, our management performs a review and analysis of these items, as part of their review of our hedging results each period.
Amounts attributable to the fair value accounting for derivatives hedging the FIA and IUL index credits and the related embedded derivative liability fluctuate from period to period based upon changes in the fair values of call options purchased to fund the annual index credits, changes in the interest rates and non-performance credit spreads used to discount the embedded derivative liability, and the fair value assumptions reflected in the embedded derivative liability. The accounting standards for fair value measurement require the discount rates used in the calculation of the embedded derivative liability to be based on risk-free interest rates adjusted for our non-performance as of the reporting date. The impact of the change in fair values of FIA-related derivatives, embedded derivatives and hedging costs has been removed from net earnings (loss) in calculating adjusted net earnings.
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Assets Under Management (“AUM”)
AUM is a non-GAAP measure we use to assess the rate of return on assets available for reinvestment. AUM is calculated as the sum of:
(i) total invested assets at amortized cost, excluding derivatives, net of reinsurance qualifying for risk transfer in accordance with GAAP;
(ii) related party loans and investments;
(iii) accrued investment income;
(iv) the net payable/receivable for the purchase/sale of investments, and
(v) cash and cash equivalents, excluding derivative collateral,
at the beginning of the period and the end of each month in the period, divided by the total number of months in the period plus one.
Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the rate of return on assets available for reinvestment.
Average Assets Under Management (“AAUM”)
AAUM is calculated as AUM at the beginning of the period and the end of each month in the period, divided by the total number of months in the period plus one. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing rate of return on assets available for reinvestment.
Yield on AAUM
Yield on AAUM is calculated by dividing annualized net investment income by AAUM. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.
Alternative Investment Yield Adjustment
Alternative investment yield adjustment is the current period yield impact of market volatility on the alternative investment portfolio that differ from management's expectation of returns over the life of these assets. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.
Adjusted Yield on AAUM
Adjusted Yield on AAUM is calculated by dividing annualized net investment income by AAUM, plus or minus the alternative investment yield adjustment. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the level of return earned on AAUM.
Net Investment Spread
Net investment spread is the excess of net investment income, adjusted for market volatility on the alternative asset investment portfolio, earned over the sum of interest credited to policyholders and the cost of hedging our risk on indexed product policies. Management considers this non-GAAP financial measure to be useful internally and to investors and analysts when assessing the performance of the Company’s invested assets against the level of investment return provided to policyholders, inclusive of hedging costs.
Sales
Annuity, IUL, funding agreement and non-life contingent PRT sales are not derived from any specific GAAP income statement accounts or line items and should not be viewed as a substitute for any financial measure determined in accordance with GAAP. Sales from these products are recorded as deposit liabilities (i.e. contractholder funds) within the Company's unaudited Condensed Consolidated Financial Statements in accordance with GAAP. Life contingent PRT sales are recorded as premiums in revenues within the consolidated financial statements. Management believes that presentation of sales, as measured for management purposes, enhances the understanding of our business and helps depict longer term trends that may not be apparent in the results of operations due to the timing of sales and revenue recognition.
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F&G Results of Operations
The results of operations of our F&G segment for the three and six months ended June 30, 2022 and June 30, 2021 were as follows (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Life insurance premiums and other fees (a) | $ | 68 | $ | 62 | $ | 662 | $ | 126 | |||||||||||||||
| Interest and investment income | 425 | 487 | 876 | 860 | |||||||||||||||||||
| Recognized gains and losses, net | (426) | 253 | (723) | 355 | |||||||||||||||||||
| Total revenues | 67 | 802 | 815 | 1,341 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Benefits and other changes in policy reserves | (418) | 575 | (210) | 549 | |||||||||||||||||||
| Personnel costs | 34 | 32 | 64 | 61 | |||||||||||||||||||
| Other operating expenses | 31 | 26 | 49 | 54 | |||||||||||||||||||
| Depreciation and amortization | 121 | 65 | 264 | 209 | |||||||||||||||||||
| Interest expense | 9 | 7 | 17 | 15 | |||||||||||||||||||
| Total expenses | (223) | 705 | 184 | 888 | |||||||||||||||||||
| Earnings before income taxes | 290 | 97 | 631 | 453 | |||||||||||||||||||
| Income tax (expense) benefit | (60) | (21) | (165) | (93) | |||||||||||||||||||
| Net earnings from continuing operations | $ | 230 | $ | 76 | $ | 466 | $ | 360 | |||||||||||||||
| Earnings (loss) from discontinued operations, net of tax | — | 6 | — | 11 | |||||||||||||||||||
| Net earnings | $ | 230 | $ | 82 | $ | 466 | $ | 371 | |||||||||||||||
| (a) Included within Escrow, title-related and other fees in Condensed Consolidated Statements of Earnings | |||||||||||||||||||||||
The following table summarizes sales by product type of our F&G segment (in millions) (see "Non-GAAP Financial Measures" section):
| Three months ended | Six months ended | |||||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||||||||||||
| Fixed indexed annuities (FIA) | $ | 1,114 | $ | 1,135 | $ | 2,076 | $ | 2,182 | ||||||||||||||||||
| Fixed rate annuities (MYGA) | 1,087 | 512 | 1,560 | 979 | ||||||||||||||||||||||
| Total annuity | 2,201 | 1,647 | 3,636 | 3,161 | ||||||||||||||||||||||
| Indexed universal life (IUL) | 29 | 20 | 56 | 35 | ||||||||||||||||||||||
| Funding agreements (FABN/FHLB) | 843 | 1,000 | 1,443 | 1,125 | ||||||||||||||||||||||
| Pension risk transfer (PRT) | — | — | 527 | — | ||||||||||||||||||||||
| Total Gross Sales | $ | 3,073 | $ | 2,667 | $ | 5,662 | $ | 4,321 | ||||||||||||||||||
| Sales attributable to flow reinsurance to third parties | (544) | (255) | (780) | (489) | ||||||||||||||||||||||
| Total Net Sales | $ | 2,529 | $ | 2,412 | $ | 4,882 | $ | 3,832 | ||||||||||||||||||
•FIA and MYGA sales increased during the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021, and reflect pricing actions taken to align to the macro environment.
•Funding agreements, reflecting new FABN and FHLB agreements during the three and six months ended June 30, 2022, were lower and higher compared to the three and six months ended June 30, 2021, respectively, reflect F&G's expansion into institutional markets during 2021 and are subject to fluctuation period to period.
•PRT sales during the three and six months ended June 30, 2022 of $0 million and $527 million, respectively, reflect entrance into the PRT market in the second half of 2021, and are also subject to fluctuation period to period.
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Revenues
Life insurance premiums and other fees
Life insurance premiums and other fees primarily reflect premiums on life-contingent PRTs and traditional life insurance products, which are recognized as revenue when due from the policyholder, as well as policy rider fees primarily on FIA policies, the cost of insurance on IUL policies and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts (up to 10% of the prior year's value, subject to certain limitations). The following table summarizes the Life insurance premiums and other fees, included within Escrow, title-related and other fees on the Condensed Consolidated Statements of Earnings (in millions), for the three and six months ended June 30, 2022 and June 30, 2021:
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Life-contingent pension risk transfer premiums | $ | (5) | $ | — | $ | 520 | $ | — | |||||||||||||||
| Traditional life insurance premiums | 2 | 1 | 7 | 8 | |||||||||||||||||||
| Life-contingent immediate annuity premiums | 7 | 4 | 12 | 8 | |||||||||||||||||||
| Surrender charges | 13 | 9 | 23 | 18 | |||||||||||||||||||
| Policyholder fees and other income | 51 | 48 | 100 | 92 | |||||||||||||||||||
| Life insurance premiums and other fees | $ | 68 | $ | 62 | $ | 662 | $ | 126 | |||||||||||||||
•Life insurance premiums and other fees for the three months ended June 30, 2022 were in line with the three months ended June 30, 2021. Life insurance premiums and other fees for the six months ended June 30, 2022 increased compared to the six months ended June 30, 2021 reflecting entrance into the PRT market in the second half of 2021. As noted above, PRT premiums are subject to fluctuation period to period.
Interest and investment income
Below is a summary of interest and investment income (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Fixed maturity securities, available-for-sale | $ | 336 | $ | 311 | $ | 655 | $ | 603 | |||||||||||||||
| Equity securities | 19 | 16 | 34 | 28 | |||||||||||||||||||
| Mortgage loans | 49 | 33 | 88 | 56 | |||||||||||||||||||
| Limited partnerships | 58 | 164 | 171 | 245 | |||||||||||||||||||
| Other investments | 10 | 4 | 20 | 7 | |||||||||||||||||||
| Gross investment income | 472 | 528 | 968 | 939 | |||||||||||||||||||
| Investment expense | (47) | (41) | (92) | (79) | |||||||||||||||||||
| Interest and investment income | $ | 425 | $ | 487 | $ | 876 | $ | 860 | |||||||||||||||
Our AAUM, yield on AAUM, alternative investment yield adjustment and adjusted yield on AAUM are summarized as follows (annualized) (dollars in millions) (see "Non-GAAP Financial Measures" section):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| AAUM | $ | 39,306 | $ | 30,423 | $ | 38,351 | $ | 29,722 | |||||||||||||||
| Yield on AAUM (at amortized cost) | 4.32 | % | 6.40 | % | 4.57 | % | 5.79 | % | |||||||||||||||
| Alternative investment yield adjustment | 0.39 | % | (1.43) | % | 0.18 | % | (1.01) | % | |||||||||||||||
| Adjusted yield on AAUM | 4.71 | % | 4.97 | % | 4.75 | % | 4.78 | % | |||||||||||||||
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•AAUM was higher for the three and six months ended June 30, 2022 compared to the three months ended June 30, 2021, reflecting net new business asset flows, offset by net reinsurance and other activity.
•Interest and investment income was lower for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 primarily due to $174 million lower returns on alternative investments and $30 million of all other rate impacts, partially offset by $142 million from invested asset growth.
•Interest and investment income was higher for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily due to $251 million invested asset growth, partially offset by $197 million lower returns on alternative investments and $38 million of all other rate impacts.
Recognized gains and losses, net
Below is a summary of the major components included in recognized gains and losses, net (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets | $ | (162) | $ | 18 | $ | (269) | $ | 64 | |||||||||||||||
| Change in allowance for expected credit losses | (6) | (2) | (7) | 2 | |||||||||||||||||||
| Net realized and unrealized (losses) gains on certain derivatives instruments | (394) | 262 | (702) | 287 | |||||||||||||||||||
| Change in fair value of reinsurance related embedded derivatives | 141 | (27) | 263 | — | |||||||||||||||||||
| Change in fair value of other derivatives and embedded derivatives | (5) | 2 | (8) | 2 | |||||||||||||||||||
| Recognized gains and losses, net | $ | (426) | $ | 253 | $ | (723) | $ | 355 | |||||||||||||||
•For the three and six months ended June 30, 2022, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of mark-to-market losses on our equity securities and realized losses on fixed maturity available-for-sale securities.
•For the three and six months ended June 30, 2021, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of realized gains on fixed maturity available-for-sale securities.
•For all periods, net realized and unrealized gains (losses) on certain derivative instruments primarily relate to the net realized and unrealized gains (losses) on options and futures used to hedge FIA and IUL products, including gains on option and futures expiration. See the table below for primary drivers of gains (losses) on certain derivatives.
•The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld ("FWH") portfolio.
We utilize a combination of static (call options) and dynamic (long futures contracts) instruments in our hedging strategy. A substantial portion of the call options and futures contracts are based upon the S&P 500 Index with the remainder based upon other equity, bond and gold market indices.
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The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuity and universal life products are summarized in the table below (dollars in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Call Options: | |||||||||||||||||||||||
| (Losses) gains on option expiration | $ | (41) | $ | 114 | $ | 4 | $ | 169 | |||||||||||||||
| Change in unrealized (losses) gains | (354) | 143 | (713) | 110 | |||||||||||||||||||
| Futures contracts: | |||||||||||||||||||||||
| (Losses) gains on futures contracts expiration | (4) | 7 | (2) | 8 | |||||||||||||||||||
| Change in unrealized gains (losses) | (4) | (2) | (3) | (4) | |||||||||||||||||||
| Foreign currency forward: | |||||||||||||||||||||||
| Gains on foreign currency forward | 9 | — | 12 | 4 | |||||||||||||||||||
| Total net change in fair value | $ | (394) | $ | 262 | $ | (702) | $ | 287 | |||||||||||||||
| Annual Point-to-Point Change in S&P 500 Index during the periods | (16) | % | 8 | % | (21) | % | 14 | % | |||||||||||||||
•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 average index credits to policyholders are as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Average Crediting Rate | 1 | % | 6 | % | 2 | % | 5 | % | |||||||||||||||
| S&P 500 Index: | |||||||||||||||||||||||
| Point-to-point strategy | 1 | % | 5 | % | 2 | % | 5 | % | |||||||||||||||
| Monthly average strategy | 3 | % | 3 | % | 3 | % | 2 | % | |||||||||||||||
| Monthly point-to-point strategy | — | % | 8 | % | 1 | % | 5 | % | |||||||||||||||
| 3 year high water mark | 9 | % | 14 | % | 12 | % | 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.
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Benefits and expenses
Benefits and other changes in policy reserves
Below is a summary of the major components included in Benefits and other changes in policy reserves (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| PRT agreements | $ | (5) | $ | — | $ | 521 | $ | — | |||||||||||||||
| FIA/IUL market related liability movements | (555) | 209 | (1,114) | (64) | |||||||||||||||||||
| Index credits, interest credited & bonuses | 152 | 245 | 361 | 436 | |||||||||||||||||||
| Annuity payments and other | (10) | 121 | 22 | 177 | |||||||||||||||||||
| Total benefits and other changes in policy reserves | $ | (418) | $ | 575 | $ | (210) | $ | 549 | |||||||||||||||
•The FIA/IUL market related liability movements during the three and six months ended June 30, 2022 and June 30, 2021, 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) increased the FIA market related liability by ($253) million and $70 million during the three months ended June 30, 2022 and June 30, 2021, respectively. The change in risk free rates and non-performance spreads (decreased) the FIA market related liability by ($559) million and ($131) million during the six months ended June 30, 2022 and June 30, 2021, respectively. The remaining changes in market value of the market related liability movements for all periods was driven by equity market impacts. See table in the net investment gains/losses discussion above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.
•Index credits, interest credited & bonuses for the three and six months ended June 30, 2022 were lower compared to the three and six months ended June 30, 2021 and primarily reflected lower index credits on FIA policies as a result of market movement during the respective periods. Refer to average policyholder index discussion above for details on drivers.
•PRT agreements for the three and six months ended June 30, 2022 compared to the three and 6 months ended June 30, 2021 reflect PRT activity for the periods and F&G's entrance into the PRT market in the second half of 2021. PRT agreements are subject to fluctuation period to period.
Amortization of intangibles
Below is a summary of the major components included in depreciation and amortization (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Amortization of DAC, VOBA, and DSI | $ | 138 | $ | 84 | $ | 282 | $ | 232 | |||||||||||||||
| Interest | (13) | (10) | (26) | (20) | |||||||||||||||||||
| Unlocking | (11) | (16) | (6) | (17) | |||||||||||||||||||
| Amortization of other intangible assets and other depreciation | 7 | 7 | 14 | 14 | |||||||||||||||||||
| Total depreciation and amortization | $ | 121 | $ | 65 | $ | 264 | $ | 209 | |||||||||||||||
•Amortization of VOBA, DAC and DSI is based on current and future expected gross margins (pre-tax operating income before amortization). The amortization for the periods presented is the result of actual gross profits ("AGPs") in the period.
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Other items affecting net earnings
Income tax expense (benefit)
Below is a summary of the major components included in income tax expense (benefit) (dollars in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Income before taxes | $ | 290 | $ | 97 | $ | 631 | $ | 453 | |||||||||||||||
| Income tax expense before valuation allowance | 60 | 35 | 127 | 107 | |||||||||||||||||||
| Change in valuation allowance | — | (14) | 38 | (14) | |||||||||||||||||||
| Federal income tax expense (benefit) | $ | 60 | $ | 21 | $ | 165 | $ | 93 | |||||||||||||||
| Effective rate | 21 | % | 22 | % | 26 | % | 21 | % | |||||||||||||||
•Income tax expense for the three months ended June 30, 2022 was $60 million, compared to income tax expense of $21 million, inclusive of a change in the valuation allowance of $(14) million for the three months ended June 30, 2021. The effective tax rate for the three months ended June 30, 2022, was 21%, in line with the effective tax rate for the three months ended June 30, 2021.
•Income tax expense for the six months ended June 30, 2022 was $165 million, inclusive of a change in the valuation allowance of $38 million, compared to income tax expense of $93 million, inclusive of a change in the valuation allowance of $(14) million for the six months ended June 30, 2021. The effective tax rate was 26% and 21% for the six months ended June 30, 2022 and June 30, 2021, respectively. The increase in the effective tax rate for the six months ended June 30, 2022 is primarily related to the valuation allowance recorded on realized capital losses on the sale of discontinued operations, for which it is more likely than not that we will not be able to realize for tax purposes.
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Adjusted Net Earnings (See Non-GAAP Financial Measures section)
The table below shows the adjustments made to reconcile Net earnings from continuing operations to Adjusted net earnings (in millions):
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 230 | $ | 76 | $ | 466 | $ | 360 | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Recognized (gains) and losses, net | 21 | (63) | (12) | (145) | |||||||||||||||||||
| Indexed product related derivatives | (159) | 75 | (327) | (110) | |||||||||||||||||||
| Purchase price amortization | 5 | 6 | 11 | 13 | |||||||||||||||||||
| Transaction costs | 4 | 2 | 4 | 4 | |||||||||||||||||||
| Income taxes on non-GAAP adjustments | 27 | (4) | 68 | 48 | |||||||||||||||||||
| Adjusted net earnings | $ | 128 | $ | 92 | $ | 210 | $ | 170 | |||||||||||||||
| Notable items included in adjusted net earnings (discussed below) | $ | 36 | $ | 22 | $ | 20 | $ | 34 | |||||||||||||||
•Adjusted net earnings increased from $92 million for the three months ended June 30, 2021 to $128 million for the three months ended June 30, 2022. The June 30, 2022 results include $36 million of favorable notable items, primarily as a result of actuarial assumption updates; we have updated assumptions for our fixed indexed annuity guaranteed minimum withdrawal benefits, based on utilization experience relative to our more conservative assumptions, as well as our net earned rate assumptions which we will continue to monitor in response to significant changes in the macro environment. Comparatively, adjusted net earnings for the three months ended June 30, 2021 included $22 million of favorable notable items, primarily as a result of gains on collateralized loan obligation ("CLO") redemptions.
.
•Adjusted net earnings increased from $170 million for the six months ended June 30, 2021 to $210 million for the six months ended June 30, 2022. The June 30, 2022 results include $20 million of net favorable notable items, primarily as a result of $30 million favorable actuarial assumption updates and $28 million other net favorable items, including gains on CLO redemptions; partially offset by $38 million of income tax expense due to a valuation allowance recorded against deferred tax assets related to the past sale of discontinued operations. Comparatively, adjusted net earnings for the six months ended June 30, 2021 included $34 million of favorable notable items, primarily as a result of favorable change in reserves and gains on CLO redemptions.
Investment Portfolio
The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies. Within the parameters of these laws, we invest in assets giving consideration to four primary investment objectives: (i) maintain robust absolute returns; (ii) provide reliable yield and investment income; (iii) preserve capital and (iv) provide liquidity to meet policyholder and other corporate obligations.
Our investment portfolio is designed to contribute stable earnings and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.
As of June 30, 2022 and December 31, 2021, the fair value of our investment portfolio was approximately $38 billion and $39 billion, respectively, and was divided among the following asset classes and sectors (dollars in millions):
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| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Fair Value | Percent | Fair Value | Percent | ||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||
| United States Government full faith and credit | $ | 212 | 1 | % | $ | 50 | — | % | |||||||||||||||
| United States Government sponsored entities | 50 | — | % | 74 | — | % | |||||||||||||||||
| United States municipalities, states and territories | 1,253 | 3 | % | 1,441 | 4 | % | |||||||||||||||||
| Foreign Governments | 153 | 1 | % | 205 | 1 | % | |||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||
| Finance, insurance and real estate | 4,834 | 13 | % | 5,109 | 13 | % | |||||||||||||||||
| Manufacturing, construction and mining | 746 | 2 | % | 932 | 2 | % | |||||||||||||||||
| Utilities, energy and related sectors | 2,335 | 6 | % | 2,987 | 8 | % | |||||||||||||||||
| Wholesale/retail trade | 2,059 | 5 | % | 2,627 | 7 | % | |||||||||||||||||
| Services, media and other | 2,674 | 7 | % | 3,349 | 8 | % | |||||||||||||||||
| Hybrid securities | 743 | 2 | % | 881 | 2 | % | |||||||||||||||||
| Non-agency residential mortgage-backed securities | 845 | 2 | % | 648 | 2 | % | |||||||||||||||||
| Commercial mortgage-backed securities | 3,046 | 8 | % | 2,964 | 7 | % | |||||||||||||||||
| Asset-backed securities | 5,319 | 14 | % | 4,550 | 12 | % | |||||||||||||||||
| Collateral loan obligations ("CLO") | 4,129 | 11 | % | 4,145 | 11 | % | |||||||||||||||||
| Total fixed maturity available for sale securities | 28,398 | 75 | % | 29,962 | 77 | % | |||||||||||||||||
| Equity securities (a) | 958 | 3 | % | 1,171 | 3 | % | |||||||||||||||||
| Alternative investments: | |||||||||||||||||||||||
| Private equity | 1,351 | 4 | % | 1,181 | 3 | % | |||||||||||||||||
| Real assets | 381 | 1 | % | 340 | 1 | % | |||||||||||||||||
| Credit | 936 | 2 | % | 829 | 2 | % | |||||||||||||||||
| Commercial mortgage loans | 2,119 | 6 | % | 2,265 | 6 | % | |||||||||||||||||
| Residential mortgage loans | 1,971 | 5 | % | 1,549 | 4 | % | |||||||||||||||||
| Other (primarily derivatives and company owned life insurance) | 673 | 2 | % | 1,305 | 3 | % | |||||||||||||||||
| Short term investments | 823 | 2 | % | 373 | 1 | % | |||||||||||||||||
| Total investments | $ | 37,610 | 100 | % | $ | 38,975 | 100 | % | |||||||||||||||
(a) Includes investment grade non-redeemable preferred stocks ($746 million and $928 million as of June 30, 2022 and December 31, 2021, respectively). | |||||||||||||||||||||||
Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, and our business and investment strategy, we generally seek to invest in (i) corporate securities rated investment grade by established nationally recognized statistical rating organizations (each, an “NRSRO”), (ii) U.S. Government and government-sponsored agency securities, or (iii) securities of comparable investment quality, if not rated.
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As of June 30, 2022 and December 31, 2021, our fixed maturity available-for-sale ("AFS") securities portfolio was approximately $28 billion and $30 billion, respectively. The following table summarizes the credit quality, by NRSRO rating, of our fixed income portfolio (dollars in millions):
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Rating | Fair Value | Percent | Fair Value | Percent | |||||||||||||||||||
| AAA | $ | 989 | 3 | % | $ | 660 | 2 | % | |||||||||||||||
| AA | 1,990 | 7 | % | 2,181 | 7 | % | |||||||||||||||||
| A | 7,092 | 25 | % | 7,667 | 26 | % | |||||||||||||||||
| BBB | 8,519 | 30 | % | 10,462 | 35 | % | |||||||||||||||||
| Not rated (b) | 7,796 | 28 | % | 6,642 | 22 | % | |||||||||||||||||
| Total investment grade | 26,386 | 93 | % | 27,612 | 92 | % | |||||||||||||||||
| BB | 1,049 | 4 | % | 1,372 | 5 | % | |||||||||||||||||
| B and below (a) | 362 | 1 | % | 432 | 1 | % | |||||||||||||||||
| Not rated (b) | 601 | 2 | % | 546 | 2 | % | |||||||||||||||||
| Total below investment grade | 2,012 | 7 | % | 2,350 | 8 | % | |||||||||||||||||
| Total | $ | 28,398 | 100 | % | $ | 29,962 | 100 | % | |||||||||||||||
(a) Includes $54 million and $68 million at June 30, 2022 and December 31, 2021, respectively, of non-agency residential mortgage-backed securities ("RMBS") that carry a NAIC 1 designation.
(b) Securities denoted as not-rated by an NRSRO were classified as investment or non-investment grade according to the securities' respective NAIC designation.
The NAIC’s Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for regulatory filings. The SVO conducts credit analysis on these securities for the purpose of assigning an NAIC designation or unit price. Typically, if a security has been rated by an NRSRO, the SVO utilizes that rating and assigns an NAIC designation based upon the following system:
| NAIC Designation | NRSRO Equivalent Rating | |||||||
| 1 | AAA/AA/A | |||||||
| 2 | BBB | |||||||
| 3 | BB | |||||||
| 4 | B | |||||||
| 5 | CCC and lower | |||||||
| 6 | In or near default | |||||||
The NAIC uses designation methodologies for non-agency RMBS, including RMBS backed by subprime mortgage loans and for commercial mortgage-backed securities ("CMBS"). The NAIC’s objective with the designation methodologies for these structured securities is to increase accuracy in assessing expected losses and to use the improved assessment to determine a more appropriate capital requirement for such structured securities. Prior to 2021, the NAIC designations for structured securities, including subprime and Alternative A-paper ("Alt-A") RMBS, were based upon a comparison of the bond’s amortized cost to the NAIC’s loss expectation for each security. Securities where modeling does not generate an expected loss in all scenarios are given the highest designation of NAIC 1. In 2021, the NAIC eliminated the comparison of non-legacy (issued after 2012) bond's amortized cost to the NAIC's loss expectation and instead assigned a NAIC designation based on the loss expectation alone. Several of our RMBS securities carry a NAIC 1 designation while the NRSRO rating indicates below investment grade. The revised methodologies reduce regulatory reliance on rating agencies and allow for greater regulatory input into the assumptions used to estimate expected losses from such structured securities. In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations). All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.
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The table below presents our fixed maturity securities by NAIC designation as of June 30, 2022 and December 31, 2021 (dollars in millions):
| June 30, 2022 | ||||||||||||||||||||
| NAIC Designation | Amortized Cost | Fair Value | Percent of Total Fair Value | |||||||||||||||||
| 1 | $ | 17,998 | $ | 16,033 | 56 | % | ||||||||||||||
| 2 | 11,412 | 10,121 | 36 | % | ||||||||||||||||
| 3 | 1,641 | 1,571 | 6 | % | ||||||||||||||||
| 4 | 540 | 532 | 2 | % | ||||||||||||||||
| 5 | 88 | 80 | — | % | ||||||||||||||||
| 6 | 49 | 61 | — | % | ||||||||||||||||
| Total | $ | 31,728 | $ | 28,398 | 100 | % | ||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| NAIC Designation | Amortized Cost | Fair Value | Percent of Total Fair Value | |||||||||||||||||
| 1 | $ | 15,636 | $ | 15,848 | 54 | % | ||||||||||||||
| 2 | 10,779 | 11,441 | 38 | % | ||||||||||||||||
| 3 | 1,603 | 1,850 | 6 | % | ||||||||||||||||
| 4 | 567 | 669 | 2 | % | ||||||||||||||||
| 5 | 80 | 93 | — | % | ||||||||||||||||
| 6 | 59 | 61 | — | % | ||||||||||||||||
| Total | $ | 28,724 | $ | 29,962 | 100 | % | ||||||||||||||
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Investment Industry Concentration
The tables below present the top ten industry categories of our fixed maturity and equity securities and FHLB common stock, including the fair value and percent of total fixed maturity and equity securities and FHLB common stock fair value as of June 30, 2022 and December 31, 2021 (dollars in millions):
| June 30, 2022 | ||||||||||||||
| Top 10 Industry Concentration | Fair Value | Percent of Total Fair Value | ||||||||||||
| ABS Other | $ | 5,319 | 18 | % | ||||||||||
| CLO securities | 4,132 | 14 | % | |||||||||||
| Whole loan collateralized mortgage obligation ("CMO") | 2,991 | 10 | % | |||||||||||
| Banking | 2,674 | 9 | % | |||||||||||
| Life insurance | 1,485 | 5 | % | |||||||||||
| Electric | 1,431 | 5 | % | |||||||||||
| Municipal | 1,253 | 4 | % | |||||||||||
| Healthcare | 765 | 3 | % | |||||||||||
| Technology | 764 | 3 | % | |||||||||||
| Other Financial Institution | 614 | 2 | % | |||||||||||
| Total | $ | 21,428 | 73 | % | ||||||||||
| December 31, 2021 | ||||||||||||||
| Top 10 Industry Concentration | Fair Value | Percent of Total Fair Value | ||||||||||||
| ABS Other | $ | 4,550 | 15 | % | ||||||||||
| CLO securities | 4,145 | 13 | % | |||||||||||
| Banking | 2,919 | 9 | % | |||||||||||
| Whole loan collateralized mortgage obligation ("CMO") | 2,622 | 8 | % | |||||||||||
| Life insurance | 1,795 | 6 | % | |||||||||||
| Electric | 1,701 | 6 | % | |||||||||||
| Municipal | 1,441 | 5 | % | |||||||||||
| Healthcare | 947 | 3 | % | |||||||||||
| Technology | 932 | 3 | % | |||||||||||
| Other Financial Institutions | 760 | 2 | % | |||||||||||
| Total | $ | 21,812 | 70 | % | ||||||||||
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The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of June 30, 2022 and December 31, 2021 (dollars in millions), are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||
| Corporate, Non-structured Hybrids, Municipal and Government securities: | |||||||||||||||||||||||
| Due in one year or less | $ | 131 | $ | 131 | $ | 105 | $ | 106 | |||||||||||||||
| Due after one year through five years | 2,140 | 2,021 | 1,724 | 1,754 | |||||||||||||||||||
| Due after five years through ten years | 1,765 | 1,597 | 2,141 | 2,201 | |||||||||||||||||||
| Due after ten years | 13,642 | 11,260 | 12,842 | 13,515 | |||||||||||||||||||
| Subtotal | $ | 17,678 | $ | 15,009 | $ | 16,812 | $ | 17,576 | |||||||||||||||
| Other securities, which provide for periodic payments: | |||||||||||||||||||||||
| Asset-backed securities | $ | 9,965 | $ | 9,448 | $ | 8,516 | $ | 8,695 | |||||||||||||||
| Commercial-mortgage-backed securities | 3,116 | 3,046 | 2,669 | 2,964 | |||||||||||||||||||
| Structured hybrids | — | — | 5 | 5 | |||||||||||||||||||
| Residential mortgage-backed securities | 969 | 895 | 722 | 722 | |||||||||||||||||||
| Subtotal | $ | 14,050 | $ | 13,389 | $ | 11,912 | $ | 12,386 | |||||||||||||||
| Total fixed maturity available-for-sale securities | $ | 31,728 | $ | 28,398 | $ | 28,724 | $ | 29,962 | |||||||||||||||
Non-Agency RMBS Exposure
Our investment in non-agency RMBS securities is predicated on the conservative and adequate cushion between purchase price and NAIC 1 rating, general lack of sensitivity to interest rates, positive convexity to prepayment rates and correlation between the price of the securities and the unfolding recovery of the housing market.
The fair value of our investments in subprime and Alt-A RMBS securities was $45 million and $62 million as of June 30, 2022, respectively, and $52 million and $75 million as of December 31, 2021, respectively.
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The following tables summarize our exposure to subprime and Alt-A RMBS by credit quality using NAIC designations, NRSRO ratings and vintage year as of June 30, 2022 and December 31, 2021 (dollars in millions):
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| NAIC Designation: | Fair Value | Percent of Total | Fair Value | Percent of Total | |||||||||||||||||||
| 1 | $ | 97 | 90 | % | $ | 116 | 91 | % | |||||||||||||||
| 2 | 4 | 4 | % | 4 | 3 | % | |||||||||||||||||
| 3 | 3 | 3 | % | 2 | 2 | % | |||||||||||||||||
| 4 | 2 | 2 | % | 1 | 1 | % | |||||||||||||||||
| 5 | 1 | 1 | % | 4 | 3 | % | |||||||||||||||||
| 6 | — | — | % | — | — | % | |||||||||||||||||
| Total | $ | 107 | 100 | % | $ | 127 | 100 | % | |||||||||||||||
| NRSRO: | |||||||||||||||||||||||
| AAA | $ | — | — | % | $ | — | — | % | |||||||||||||||
| AA | 14 | 13 | % | 15 | 12 | % | |||||||||||||||||
| A | 4 | 4 | % | 5 | 4 | % | |||||||||||||||||
| BBB | 9 | 8 | % | 12 | 9 | % | |||||||||||||||||
| Not rated - Above investment grade (a) | 21 | 20 | % | 24 | 19 | % | |||||||||||||||||
| BB and below | 59 | 55 | % | 71 | 56 | % | |||||||||||||||||
| Total | $ | 107 | 100 | % | $ | 127 | 100 | % | |||||||||||||||
| Vintage: | |||||||||||||||||||||||
| 2007 | $ | 26 | 24 | % | $ | 31 | 24 | % | |||||||||||||||
| 2006 | 29 | 27 | % | 34 | 27 | % | |||||||||||||||||
| 2005 and prior | 52 | 49 | % | 62 | 49 | % | |||||||||||||||||
| Total | $ | 107 | 100 | % | $ | 127 | 100 | % | |||||||||||||||
(a) Securities denoted as not-rated by an NRSRO were classified as investment or non-investment grade according to the securities' respective NAIC designation.
ABS and CLO Exposures
Our ABS exposures are largely diversified by underlying collateral and issuer type. Our CLO exposures are generally senior tranches of CLOs, which have leveraged loans as their underlying collateral.
As of June 30, 2022, the CLO and ABS positions were trading at a net unrealized loss position of $(190) million and $(324) million, respectively. As of December 31, 2021, the CLO and ABS positions were trading at a net unrealized gain position of $145 million and $37 million, respectively.
Municipal Bond Exposure
Our municipal bond exposure is a combination of general obligation bonds (fair value of $201 million and an amortized cost of $231 million as of June 30, 2022) and special revenue bonds (fair value of $1,004 million and an amortized cost of $1,147 million as of June 30, 2022).
Across all municipal bonds, the largest issuer represented 6% of the category, less than 1% of the entire portfolio and is rated NAIC 1. Our focus within municipal bonds is on NAIC 1 rated instruments, and 92% of our municipal bond exposure is rated NAIC 1.
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Mortgage Loans
Commercial Mortgage Loans
We diversify our commercial mortgage loans ("CMLs") portfolio by geographic region and property type to attempt to reduce concentration risk. We continuously evaluate CMLs based on relevant current information to ensure properties are performing at a level to secure the related debt. LTV and DSC ratios are utilized to assess the risk and quality of CMLs. As of June 30, 2022, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.4 times, and a weighted average LTV ratio of 56%. See Note D to the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region and LTV and DSC ratios.
We consider a CML delinquent when a loan payment is greater than 30 days past due. For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. At June 30, 2022 we had one CML that was delinquent in principal or interest payments and none in the process of foreclosure. At December 31, 2021 we had no CMLs that were delinquent in principal or interest payments or in process of foreclosure.
Residential Mortgage Loans
F&G's residential mortgage loans ("RMLs") are closed end, amortizing loans and 100% of the properties are in the United States. F&G diversifies its RML portfolio by state to attempt to reduce concentration risk. RMLs have a primary credit quality indicator of either a performing or nonperforming loan. F&G defines non-performing RMLs as those that are 90 or more days past due and/or in nonaccrual status.
Loans are placed on nonaccrual status when they are over 90 days delinquent. If a loan becomes over 90 days delinquent, it is our general policy to initiate foreclosure proceedings unless a workout arrangement to bring the loan current can be put in place. See Note D to the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our RMLs.
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Unrealized Losses
The amortized cost and fair value of the fixed maturity securities and the equity securities that were in an unrealized loss position as of June 30, 2022 and December 31, 2021, were as follows (in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||
| Number of securities | Amortized Cost | Allowance for Expected Credit Losses | Unrealized Losses | Fair Value | |||||||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||||||||
| United States Government full faith and credit | 9 | $ | 87 | $ | — | $ | (3) | $ | 84 | ||||||||||||||||||||
| United States Government sponsored agencies | 57 | 44 | — | (3) | 41 | ||||||||||||||||||||||||
| United States municipalities, states and territories | 138 | 1,362 | — | (178) | 1,184 | ||||||||||||||||||||||||
| Foreign Governments | 44 | 171 | — | (33) | 138 | ||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Finance, insurance and real estate | 538 | 4,954 | — | (663) | 4,291 | ||||||||||||||||||||||||
| Manufacturing, construction and mining | 141 | 876 | — | (138) | 738 | ||||||||||||||||||||||||
| Utilities, energy and related sectors | 367 | 2,782 | — | (527) | 2,255 | ||||||||||||||||||||||||
| Wholesale/retail trade | 390 | 2,485 | — | (463) | 2,022 | ||||||||||||||||||||||||
| Services, media and other | 429 | 3,223 | — | (637) | 2,586 | ||||||||||||||||||||||||
| Hybrid securities | 43 | 733 | — | (64) | 669 | ||||||||||||||||||||||||
| Non-agency residential mortgage backed securities | 162 | 865 | (2) | (70) | 793 | ||||||||||||||||||||||||
| Commercial mortgage backed securities | 260 | 1,995 | — | (161) | 1,834 | ||||||||||||||||||||||||
| Asset backed securities | 880 | 9,156 | (2) | (561) | 8,593 | ||||||||||||||||||||||||
| Total fixed maturity available for sale securities | 3,458 | 28,733 | (4) | (3,501) | 25,228 | ||||||||||||||||||||||||
| Equity securities | 64 | 930 | — | (157) | 773 | ||||||||||||||||||||||||
| Total investments | 3,522 | $ | 29,663 | $ | (4) | $ | (3,658) | $ | 26,001 | ||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||
| Number of securities | Amortized Cost | Allowance for Expected Credit Losses | Unrealized Losses | Fair Value | |||||||||||||||||||||||||
| Fixed maturity securities, available for sale: | |||||||||||||||||||||||||||||
| United States Government full faith and credit | 9 | $ | 36 | $ | — | $ | — | $ | 36 | ||||||||||||||||||||
| United States Government sponsored agencies | 41 | 42 | — | (1) | 41 | ||||||||||||||||||||||||
| United States municipalities, states and territories | 50 | 503 | — | (11) | 492 | ||||||||||||||||||||||||
| Foreign Governments | 28 | 27 | — | — | 27 | ||||||||||||||||||||||||
| Corporate securities: | |||||||||||||||||||||||||||||
| Finance, insurance and real estate | 366 | 1,365 | — | (31) | 1,334 | ||||||||||||||||||||||||
| Manufacturing, construction and mining | 97 | 281 | — | (3) | 278 | ||||||||||||||||||||||||
| Utilities, energy and related sectors | 280 | 1,243 | — | (46) | 1,197 | ||||||||||||||||||||||||
| Wholesale/retail trade | 313 | 1,188 | — | (33) | 1,155 | ||||||||||||||||||||||||
| Services, media and other | 339 | 1,486 | — | (39) | 1,447 | ||||||||||||||||||||||||
| Hybrid securities | 3 | 3 | — | — | 3 | ||||||||||||||||||||||||
| Non-agency residential mortgage backed securities | 46 | 316 | (2) | (3) | 311 | ||||||||||||||||||||||||
| Commercial mortgage backed securities | 89 | 616 | (1) | (11) | 604 | ||||||||||||||||||||||||
| Asset backed securities | 375 | 4,603 | (2) | (38) | 4,563 | ||||||||||||||||||||||||
| Total fixed maturity available for sale securities | 2,036 | 11,709 | (5) | (216) | 11,488 | ||||||||||||||||||||||||
| Equity securities | 20 | 259 | — | (33) | 226 | ||||||||||||||||||||||||
| Total investments | 2,056 | $ | 11,968 | $ | (5) | $ | (249) | $ | 11,714 | ||||||||||||||||||||
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The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,658 million and $249 million as of June 30, 2022 and December 31, 2021, respectively. Most components of the portfolio exhibited price depreciation caused by higher treasury rates and wider spreads. The total amortized cost of all securities in an unrealized loss position was $29,663 million and $11,968 million as of June 30, 2022 and December 31, 2021, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 80% for Services, media and other as of June 30, 2022. In the aggregate, Services, media and other represented 17% of the total unrealized loss position as of June 30, 2022. The average market value/book value of the investment category with the largest unrealized loss position was 96% for Utilities, energy and related sectors as of December 31, 2021. In aggregate, Utilities, energy and related sectors represented 18% of the total unrealized loss position as of December 31, 2021.
The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of June 30, 2022 and December 31, 2021, were as follows (dollars in millions):
| June 30, 2022 | |||||||||||||||||||||||||||||
| Number of securities | Amortized Cost | Fair Value | Allowance for Credit Loss | Gross Unrealized Losses | |||||||||||||||||||||||||
| Investment grade: | |||||||||||||||||||||||||||||
| Less than six months | 14 | $ | 117 | $ | 94 | $ | — | $ | (23) | ||||||||||||||||||||
| Six months or more and less than twelve months | 21 | 188 | 127 | — | (61) | ||||||||||||||||||||||||
| Twelve months or greater | 15 | 267 | 187 | — | (80) | ||||||||||||||||||||||||
| Total investment grade | 50 | 572 | 408 | — | (164) | ||||||||||||||||||||||||
| Below investment grade: | |||||||||||||||||||||||||||||
| Less than six months | 9 | 48 | 39 | — | (9) | ||||||||||||||||||||||||
| Six months or more and less than twelve months | 6 | 37 | 25 | — | (12) | ||||||||||||||||||||||||
| Twelve months or greater | 3 | 7 | 4 | — | (3) | ||||||||||||||||||||||||
| Total below investment grade | 18 | 92 | 68 | — | (24) | ||||||||||||||||||||||||
| Total | 68 | $ | 664 | $ | 476 | $ | — | $ | (188) | ||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||
| Number of securities | Amortized Cost | Fair Value | Allowance for Credit Loss | Gross Unrealized Losses | |||||||||||||||||||||||||
| Investment grade: | |||||||||||||||||||||||||||||
| Less than six months | 4 | $ | 82 | $ | 79 | $ | — | $ | (3) | ||||||||||||||||||||
| Six months or more and less than twelve months | 2 | 34 | 32 | — | (2) | ||||||||||||||||||||||||
| Twelve months or greater | — | — | — | — | — | ||||||||||||||||||||||||
| Total investment grade | 6 | 116 | 111 | — | (5) | ||||||||||||||||||||||||
| Below investment grade: | |||||||||||||||||||||||||||||
| Less than six months | — | — | — | — | — | ||||||||||||||||||||||||
| Six months or more and less than twelve months | — | — | — | — | — | ||||||||||||||||||||||||
| Twelve months or greater | 2 | 16 | 14 | — | (2) | ||||||||||||||||||||||||
| Total below investment grade | 2 | 16 | 14 | — | (2) | ||||||||||||||||||||||||
| Total | 8 | $ | 132 | $ | 125 | $ | — | $ | (7) | ||||||||||||||||||||
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Expected Credit Losses and Watch List
F&G prepares a watch list to identify securities to evaluate for expected credit losses. Factors used in preparing the watch list include fair values relative to amortized cost, ratings and negative ratings actions and other factors. Detailed analysis is performed for each security on the watch list to further assess the presence of credit impairment loss indicators and, where present, calculate an allowance for expected credit loss or direct write-down of a security’s amortized cost. At June 30, 2022, our watch list included sixty-eight securities in an unrealized loss position with an amortized cost of $664 million, allowance for expected credit losses of $0 million, unrealized losses of $188 million and a fair value of $476 million.
At December 31, 2021, our watch list included seven securities in an unrealized loss position with an amortized cost of $132 million, allowance for expected credit losses of $0 million, unrealized losses of $7 million and a fair value of $125 million.
The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.
There were 25 and 36 structured securities with a fair value of $21 million and $45 million to which we had potential credit exposure as of June 30, 2022 and December 31, 2021, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $5 million and $8 million as of June 30, 2022 and December 31, 2021, respectively.
Exposure to Sovereign Debt
There have been no material changes in the exposure to sovereign debt described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Interest and Investment Income
For discussion regarding our net investment income and net investment gains (losses) refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.
AFS Securities
For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of June 30, 2022 and December 31, 2021, refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.
Concentrations of Financial Instruments
For certain information regarding our concentrations of financial instruments, refer to Note D to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report.
There have been no other material changes in the concentrations of financial instruments described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Derivatives
We are exposed to credit loss in the event of nonperformance by our counterparties on call options. We attempt to reduce this credit risk by purchasing such options from large, well-established financial institutions.
We also hold cash and cash equivalents received from counterparties for call option collateral, as well as U.S. Government securities pledged as call option collateral, if our counterparty’s net exposures exceed pre-determined thresholds.
We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. We reduce the negative interest cost associated with cash collateral posted from counterparties under various ISDA agreements by reinvesting derivative cash collateral. This program permits collateral cash received to be invested in short term Treasury securities, bank deposits and commercial paper rated A1/P1, which are included in Cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.
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See Note E to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Report for additional information regarding our derivatives and our exposure to credit loss on call options.
Corporate and Other
The Corporate and Other segment consists of the operations of the parent holding company and our real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.
The following table presents the results of operations of our Corporate and Other segment (in millions):
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Escrow, title-related and other fees | $ | 8 | $ | 47 | $ | 39 | $ | 89 | |||||||||||||||
| Interest and investment income | 3 | — | 3 | — | |||||||||||||||||||
| Recognized gains and losses, net | (1) | 9 | 2 | 9 | |||||||||||||||||||
| Total revenues | 10 | 56 | 44 | 98 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Personnel costs | (16) | 32 | 1 | 61 | |||||||||||||||||||
| Other operating expenses | 17 | 25 | 44 | 50 | |||||||||||||||||||
| Depreciation and amortization | 6 | 6 | 12 | 12 | |||||||||||||||||||
| Interest expense | 22 | 21 | 44 | 41 | |||||||||||||||||||
| Total expenses | 29 | 84 | 101 | 164 | |||||||||||||||||||
| Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | $ | (19) | $ | (28) | $ | (57) | $ | (66) | |||||||||||||||
The revenue in the Corporate and Other segment represents revenue generated by our non-title real estate technology subsidiaries as well as mark-to-market valuation changes on certain corporate deferred compensation plans.
Total revenues in the Corporate and Other segment decreased $46 million, or 82%, in the three months ended June 30, 2022 and decreased $54 million, or 55% in the six months ended June 30, 2022 from the corresponding periods in 2021. The decrease in the three-month period is primarily attributable to a decrease in valuations associated with our deferred compensation plan assets of $44 million when compared to the corresponding period in 2021. The decrease in the six-month period is primarily attributable to decreases in valuations associated with our deferred compensation plan assets of $60 million, partially offset by other immaterial items when compared to the corresponding period in 2021.
Personnel costs in the Corporate and Other segment decreased $48 million, or 150%, in the three months ended June 30, 2022, and decreased $60 million, or 98% in the six months ended June 30, 2022 from the corresponding periods in 2021. The decreases in the three and six-month periods were primarily attributable to the aforementioned decreases in valuations associated with our deferred compensation plan assets, which decreased both revenue and personnel costs.
Other operating expenses in the Corporate and Other segment decreased $8 million, or 32%, in the three months ended June 30, 2022 and decreased $6 million, or 12% in the six months ended June 30, 2022 from the corresponding periods in 2021. The decreases in the three and six-month periods were attributable to various immaterial items.
Interest expense in the Corporate and Other segment increased $1 million, or 5%, in the three months ended June 30, 2022 and increased $3 million or 7%, in the six months ended June 30, 2022 from the corresponding periods in 2021. The increases were primarily attributable to increased average debt outstanding in the three and six months ended June 30, 2022 from the corresponding periods in 2021.
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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 $0.44 per share in the second quarter of 2022, or approximately $122 million to our common shareholders. On August 2, 2022, our Board of Directors declared cash dividends of $0.44 per share, payable on September 30, 2022, to FNF common shareholders of record as of September 16, 2022. There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. The declaration of any future dividends is at the discretion of our Board of Directors.
As of June 30, 2022, we had cash and cash equivalents of $2,426 million, short term investments of $2,588 million and available capacity under our Revolving Credit Facility of $800 million. We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, reducing debt, repurchasing our stock, investing in growth of our subsidiaries, making acquisitions and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, potential issuances of additional debt or equity securities, and borrowings on our Revolving Credit Facility. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.
Our insurance subsidiaries generate cash from premiums earned and their respective investment portfolios, and these funds are adequate to satisfy the payments of claims and other liabilities. Due to the magnitude of our investment portfolio in relation to our title claim loss reserves, we do not specifically match durations of our investments to the cash outflows required to pay claims, but do manage outflows on a shorter time frame.
Our two significant sources of internally generated funds are dividends and other payments from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are paid within the guidelines of management agreements among us and our subsidiaries. Our insurance subsidiaries are restricted by state regulation in their ability to pay dividends and make distributions. Each applicable state of domicile regulates the extent to which our title underwriters can pay dividends or make other distributions. As of December 31, 2021, $2,375 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. We anticipate that our title insurance subsidiaries will pay or make dividends in the remainder of 2022 of approximately $420 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 six months ended June 30, 2022 and 2021 totaled $1,495 million and $1,516 million, respectively. The decrease in cash provided by operating activities in the period in 2022 of $21 million is primarily attributable to the decrease in net earnings of $379 million and the timing of receipts and payments of prepaid assets and payables, partially offset by the increase in future policy benefits of $557 million, which was primarily related to cash received for PRT transactions, the change in funds withheld from reinsurers of $156 million, the change in income taxes of $255 million and other individually immaterial items .
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Investing Cash Flows. Our cash flows used in investing activities for the six months ended June 30, 2022 and 2021 were $5,891 million and $3,118 million, respectively. The increase in cash used in investing activities in the period in 2022 of $2,773 million is primarily attributable to increased purchases of investment securities of $732 million, increases in our investments in unconsolidated affiliates of $154 million, and net purchases of short-term investments of $1,644 million in the period in 2022 as compared to net proceeds from sales and maturities of short-term investments of $334 million in the corresponding period in 2021, partially offset by increased sales, calls, and maturities of investment securities of $207 million and other individually immaterial items.
Capital Expenditures. Total capital expenditures for property and equipment and capitalized software were $77 million and $54 million for the six months ended June 30, 2022 and 2021, respectively.
Financing Cash Flows. Our cash flows provided by financing activities for the six months ended June 30, 2022 and 2021 were $2,462 million and $2,354 million, respectively. The increase in cash provided by financing activities in the period in 2022 of $108 million is primarily attributable to increased cash inflows from contractholder account deposits of $323 million, partially offset by increased cash outflows from contractholder withdrawals of $169 million and increased dividend payments of $39 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, 2021.
Capital Stock Transactions. On August 3, 2021, our Board of Directors approved the 2021 Repurchase Program (the "Repurchase Program") under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024. We repurchased 7,075,000 shares of FNF common stock during the six months ended June 30, 2022 for approximately $306 million, at an average price of $43.23 per share. Subsequent to June 30, 2022 and through market close on August 1, 2022, we repurchased a total of 631,945 shares for approximately $24 million, at an average price of $37.24 under this program. Since the original commencement of the Repurchase Program, we repurchased a total of 10,686,945 FNF common shares for approximately $478 million, at an average price of $44.67 per share.
Equity and Preferred Security Investments. Our equity and preferred security investments may be subject to significant volatility. Currently prevailing accounting standards require us to record the change in fair value of equity and preferred security investments held as of any given period end within earnings. Our results of operations in future periods is anticipated to be subject to such volatility.
Off-Balance Sheet Arrangements. Other than our unfunded investment commitments discussed below, there have been no significant changes to our off-balance sheet arrangements since our Annual Report on Form 10-K for the year ended December 31, 2021.
We have unfunded investment commitments as of June 30, 2022 based upon the timing of when investments are executed compared to when the actual investments are funded, as some investments require that funding occur over a period of months or years. Please refer to Note F Commitments and Contingencies to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for additional details on unfunded investment commitments.
Critical Accounting Policies
There have been no material changes to our critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2021.
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
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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 June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
See discussion of legal proceedings in Note F Commitment and Contingencies to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 1 of Part II.
Item 1A. Risk Factors
The risk factors disclosed in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2021, are hereby incorporated by reference. In addition, we identified the following additional risk factors during the six months ended June 30, 2022:
Risk Factors Related to the F&G Distribution
The proposed F&G Distribution is subject to inherent risks
As previously announced, we plan to dividend to our shareholders, on a pro rata basis, 15% of the common stock of our wholly-owned subsidiary, F&G, targeted to be completed early in the fourth quarter of 2022. The F&G Distribution is subject to inherent risks and uncertainties, including, but not limited to: diversion of management's attention and the potential impact of the consummation of the F&G Distribution on relationships, including with employees, suppliers, customers and competitors; our ability to successfully realize the anticipated benefits of the F&G Distribution; the ability to satisfy any necessary conditions (including any applicable regulatory approvals) to consummate the F&G Distribution within the estimated timeframe or at all; the final terms and conditions of the F&G Distribution, including the nature of agreements and arrangements between FNF and F&G following any such transaction, the costs of any such transaction, and the nature and amount of indebtedness incurred by F&G. We cannot provide any assurances regarding the timeframe for completing the F&G Distribution, nor can we provide any assurances that we will be successful in completing the proposed F&G Distribution.
The F&G Distribution could adversely affect our earnings
F&G contributes a significant portion of our earnings. We have begun to pursue the F&G Distribution. Although there can be no assurance that this process will result in a consummated transaction, any separation of a portion of F&G's business could adversely affect our earnings.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||||||||||||||||||
The following table summarizes repurchases of equity securities by FNF during the three months ended June 30, 2022:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| 04/1/2022 -04/30/2022 | 400,000 | $ | 46.29 | 400,000 | 18,870,000 | |||||||||||||||||||||
| 05/1/2022 - 05/31/2022 | 1,300,000 | 40.92 | 1,300,000 | 17,570,000 | ||||||||||||||||||||||
| 06/1/2022 - 6/30/2022 | 2,625,000 | 38.59 | 2,625,000 | 14,945,000 | ||||||||||||||||||||||
| Total | 4,325,000 | $ | 39.76 | 4,325,000 | ||||||||||||||||||||||
(1) On August 3, 2021 our Board of Directors approved the Repurchase Program, under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2024.
(2) As of the last day of the applicable month.
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Item 6. Exhibits
(a) Exhibits:
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 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. | |||||||
* The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | August 5, 2022 | 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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