Management's Discussion and Analysis of Financial Condition and Results of Operations
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: the potential impact of the F&G Distribution on relationships, including employees, suppliers, customers and competitors; changes in general economic, business, and political conditions, including changes in the financial markets and geopolitical uncertainties associated with international conflicts; consumer spending; government spending; government shutdowns; the volatility and strength of the capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policy; tariffs and trade sanctions on goods; trade wars; supply chain disruptions; weakness or adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, or a weak U.S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in consummating and integrating acquisitions; our dependence on distributions from our title insurance underwriters as our main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission ("SEC").
Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," the "Company" or "FNF" refer collectively to Fidelity National Financial, Inc., and its subsidiaries.
The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
For a description of our business, including descriptions of segments and recent business developments, see the discussion in Note A Basis of Financial Statementsin 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.
On June 11, 2025, the Company effected a redomestication of the Company from the State of Delaware to the State of Nevada (the "Redomestication"). As of June 11, 2025, the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company adopted a new certificate of incorporation and bylaws governed by the Nevada Revised Statutes. The Redomestication did not result in any change in the business, physical location, management, assets, liabilities, or net worth of the Company, nor did it result in any change in location of the Company's current employees, including management. The Redomestication did not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under those material contractual arrangements will continue to be the rights and obligations of the Company after the Redomestication. The daily business operations of the Company will continue as they were conducted prior to the Redomestication. The consolidated financial condition and results of operations of the Company immediately after consummation of the Redomestication remain the same as immediately before the Redomestication.
Business Trends and Conditions
Title
Our Title segment revenue is closely related to the level of real estate activity that includes sales, mortgage financing, and mortgage refinancing. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.
We have found that residential real estate activity is generally dependent on the following factors:
•mortgage interest rates;
•mortgage funding supply;
•housing inventory and home prices;
•supply and demand for commercial real estate; and
•the strength of the United States economy, including employment levels.
The most recent forecast of the Mortgage Bankers Association ("MBA"), as of October 19, 2025, estimates (actual for fiscal year 2024) the size of the U.S. residential mortgage originations market as shown in the following table for 2024 - 2027 in its "Mortgage Finance Forecast" (in trillions):
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2027
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2026
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2025
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2024
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Purchase originations
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$
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1.5
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$
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1.5
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$
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1.3
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$
|
1.3
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Refinance originations
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$
|
0.7
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$
|
0.7
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$
|
0.7
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$
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0.4
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Total U.S. mortgage originations forecast
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$
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2.2
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$
|
2.2
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$
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2.0
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$
|
1.7
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|
As of October 19, 2025, the MBA expects residential purchase originations to remain flat in 2025, and increase in 2026 and 2027, and expects residential refinance and overall mortgage originations to increase in 2025, and remain flat in 2026 and 2027.
Following a decline in inflation in 2024, the Federal Reserve reduced the benchmark rate to a range of 4.25% and 4.50% as of December 31, 2024. The Federal Reserve further reduced the benchmark rate to a range of 4.00% and 4.25% in September 2025. Average interest rates for a 30-year fixed rate mortgage were 6.6% and 6.7% for the three and nine months ended September 30, 2025, as compared to 6.5% and 6.7% for the corresponding periods in 2024. On October 29, 2025, the Federal Reserve reduced the benchmark rate by an additional 25 basis points.
A shortage in the supply of homes for sale, increasing home prices, high mortgage interest rates, disrupted labor markets including the potential for rising unemployment, and geopolitical uncertainties associated with international conflicts created some volatility in the residential real estate market in 2024 and 2025. Government shutdowns and changes in United States trade policy, including tariffs, may create additional volatility in 2025. Existing-home sales increased 4% in September 2025 as compared to the corresponding period in 2024, while median existing-home sales prices increased to $415,700, or approximately 2%, from the corresponding period in 2024.
Other economic indicators used to measure the health of the U.S. economy, including the unemployment rate, have remained strong. The unemployment rate was 4.3% and 4.1% in August 2025 and September 2024, respectively.
We issue commercial title insurance policies in sectors including office, industrial, energy, hospitality, retail, and multi-family, among others. The demand for commercial title insurance varies based on a variety of factors such as investor appetite, financing availability, and supply and demand in a particular area. Because commercial real estate transactions tend to be generally driven by supply and demand for commercial space 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. 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 recent years, we experienced fluctuating demand in commercial real estate markets. Commercial volumes and commercial fee-per-file increased in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024.
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.
F&G
The following factors represent some of the key trends and uncertainties that have influenced the development of our F&G segment and its historical financial performance, and we believe these key trends and uncertainties will continue to influence the business and financial performance of our F&G segment in the future.
Market Conditions
Market conditions can change rapidly with significant positive or negative impacts on our results. Volatility can pressure sales and reduce demand as consumers hesitate to make financial decisions. We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal year 2025. These factors include, among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs and trade sanctions on goods, trade wars, United States-China relations, and supply chain disruptions.
In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us. 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 "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025, for further discussion of risk factors that could affect market conditions.
Interest Rate Environment
As of September 30, 2025 and December 31, 2024, our reserves, net of reinsurance, and weighted average crediting rate on our fixed rate annuities were $6.6 billion and 4.71% and $6.4 billion and 4.42%, respectively. Some of our F&G products, most notably our fixed rate annuities, include guaranteed minimum crediting rates. 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, 2024 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 continue to increase demand for retirement savings, growth, and income solutions, including demand for our indexed annuity and indexed universal life ("IUL") products. We serve a growing retirement population, with more than 11,000 Americans turning 65 every day and a projected 30% increase in people age 65-100 over the next 25 years according to the U.S. Census Bureau. 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 indexed annuity products afford. For example, the fixed index annuity market grew from nearly $12 billion of sales in 2002 to $130 billion of sales in 2024 and the registered index-linked annuities ("RILA") market grew from $17 billion of sales in 2019 to $62 billion of sales in 2024. Additionally, this market demand has positively impacted the IUL market as it has expanded from $100 million of annual sales in 2002 to $2 billion of annual sales in 2024.
See Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of industry factors and trends affecting our Results of Operations.
Critical Accounting Policies and Estimates
The accounting estimates described in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 are those we consider critical in preparing our unaudited Condensed Consolidated Financial Statements. There were no changes to the Company's critical accounting policies during the nine months ended September 30, 2025. Management is required to make estimates and assumptions that can affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. See Note A Basis of Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional description of certain significant accounting policies that have been followed in preparing our unaudited Condensed Consolidated Financial Statements.
Results of Operations
Consolidated Results of Operations
Net Earnings.The following table presents certain financial data for the periods indicated:
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Three months ended September 30,
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Nine months ended September 30,
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2025
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2024
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2025
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2024
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(In millions)
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Revenues:
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Direct title insurance premiums
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$
|
678
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$
|
571
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|
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$
|
1,820
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|
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$
|
1,575
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Agency title insurance premiums
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890
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|
|
789
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|
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2,410
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|
|
2,166
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Escrow, title-related and other fees
|
1,429
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1,159
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3,783
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|
3,555
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Interest and investment income
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857
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|
815
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2,394
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2,308
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Recognized gains and losses, net
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176
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269
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(13)
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456
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Total revenues
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4,030
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|
3,603
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|
10,394
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|
10,060
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Expenses:
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Benefits and other changes in policy reserves
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1,181
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|
1,095
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|
2,698
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|
|
2,864
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Personnel costs
|
899
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|
|
810
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|
|
2,536
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|
|
2,316
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|
Agent commissions
|
690
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|
|
612
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|
|
1,872
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|
|
1,681
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Other operating expenses
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407
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|
|
396
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|
|
1,200
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|
|
1,152
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Market risk benefit losses (gains)
|
43
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|
|
71
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|
|
148
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|
|
80
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|
|
Depreciation and amortization
|
227
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|
|
189
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|
|
623
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|
|
545
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|
|
Provision for title claim losses
|
70
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|
|
61
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|
|
190
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|
|
168
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|
|
Interest expense
|
60
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|
|
56
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|
|
181
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|
|
152
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|
|
Total expenses
|
3,577
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|
|
3,290
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|
|
9,448
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|
|
8,958
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|
|
Earnings before income taxes and equity in earnings of unconsolidated affiliates
|
453
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|
|
313
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|
|
946
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|
|
1,102
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|
|
Income tax expense
|
90
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|
|
44
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|
|
217
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|
|
223
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|
|
Equity in earnings of unconsolidated affiliates
|
26
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|
|
2
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|
|
36
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|
|
4
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|
Net earnings
|
$
|
389
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|
|
$
|
271
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|
|
$
|
765
|
|
|
$
|
883
|
|
Revenues
Total revenues increased by $427 million in the three months ended September 30, 2025 and increased by $334 million in the nine months ended September 30, 2025 as compared to the corresponding periods in 2024.
Net earnings increased by $118 million in the three months ended September 30, 2025 and decreased by $118 million in the nine months ended September 30, 2025 as compared to corresponding periods in 2024.
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 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, indexed annuity, 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 indexed annuity 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 $90 million and $44 million in the three months ended September 30, 2025 and 2024, respectively, and $217 million and $223 million in the nine months ended September 30, 2025 and 2024, respectively. Income tax expense as a percentage of earnings before income taxes was 20% and 14% in the three months ended September 30, 2025 and 2024, respectively, and 23% and 20% in the nine months ended September 30, 2025 and 2024, respectively. The increases in income tax expense as a percentage of earnings before taxes in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024 are primarily attributable to less valuation allowance being released in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024.
The Organization for Economic Cooperation and Development has developed guidance known as the Global Anti-Base Erosion Pillar Two minimum tax rules, or Pillar Two, which generally provide for a minimum effective tax rate of 15% and are intended to apply to tax years beginning in 2024. As of September 30, 2025, based on the countries in which we do business that have enacted legislation, the Company does not expect these rules to have a material impact on our income tax provision.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes a broad range of tax reform provisions that may affect the Company's financial results. The application of the OBBBA tax provisions did not result in material changes to the Company's total income tax expense or effective tax rate for the three and nine months ended September 30, 2025. The Company is currently evaluating the impact of these provisions on its current income tax and deferred income tax; however, it is not expected to have a material impact to our Consolidated Financial Statements.
The Company considers its non-U.S. earnings to be indefinitely reinvested outside of the U.S. to the extent these earnings are not subject to the U.S. income tax under an anti-deferral tax regime. Given our intent to reinvest these earnings for an indefinite period of time, the Company has not accrued a deferred tax liability on these earnings. A determination of an unrecognized deferred tax liability related to these earnings is not practicable.
Title
The following table presents the results from operations of our Title segment:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
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2025
|
|
2024
|
|
2025
|
|
2024
|
|
Revenues:
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(In millions)
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|
Direct title insurance premiums
|
$
|
678
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|
|
$
|
571
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|
|
$
|
1,820
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|
|
$
|
1,575
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|
|
Agency title insurance premiums
|
890
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|
|
789
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|
|
2,410
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|
|
2,166
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|
Escrow, title-related and other fees
|
634
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|
|
581
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|
|
1,772
|
|
|
1,636
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|
|
Interest and investment income
|
101
|
|
|
92
|
|
|
270
|
|
|
262
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|
|
Recognized gains and losses, net
|
(38)
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|
|
63
|
|
|
(20)
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|
|
51
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|
|
Total revenues
|
2,265
|
|
|
2,096
|
|
|
6,252
|
|
|
5,690
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|
|
Expenses:
|
|
|
|
|
|
|
|
|
Personnel costs
|
766
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|
|
688
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|
|
2,187
|
|
|
1,986
|
|
|
Agent commissions
|
690
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|
|
612
|
|
|
1,872
|
|
|
1,681
|
|
|
Other operating expenses
|
341
|
|
|
328
|
|
|
996
|
|
|
924
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|
|
Depreciation and amortization
|
39
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|
|
35
|
|
|
110
|
|
|
106
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|
|
Provision for title claim losses
|
70
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|
|
61
|
|
|
190
|
|
|
168
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|
|
Total expenses
|
1,906
|
|
|
1,724
|
|
|
5,355
|
|
|
4,865
|
|
|
Earnings before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
359
|
|
|
$
|
372
|
|
|
$
|
897
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|
|
$
|
825
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|
|
|
|
|
|
|
|
|
|
|
Orders opened by direct title operations (in thousands)
|
370
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|
|
352
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|
|
1,079
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|
|
1,011
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|
|
Orders closed by direct title operations (in thousands)
|
250
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|
|
232
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|
|
697
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|
|
647
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|
|
Fee per file (in dollars)
|
$
|
3,994
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|
|
$
|
3,708
|
|
|
$
|
3,892
|
|
|
$
|
3,682
|
|
Total revenues for the Title segment increased by $169 million, or 8%, in the three months ended September 30, 2025 and increased $562 million, or 10%, in the nine months ended September 30, 2025 from the corresponding periods in 2024.
The following table presents the percentages of title insurance premiums generated by our direct and agency operations:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
2025
|
|
Total
|
|
2024
|
|
Total
|
|
2025
|
|
Total
|
|
2024
|
|
Total
|
|
|
(Dollars in millions)
|
|
Title premiums from direct operations
|
$
|
678
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|
|
43
|
%
|
|
$
|
571
|
|
|
42
|
%
|
|
$
|
1,820
|
|
|
43
|
%
|
|
$
|
1,575
|
|
|
42
|
%
|
|
Title premiums from agency operations
|
890
|
|
|
57
|
|
|
789
|
|
|
58
|
|
|
2,410
|
|
|
57
|
|
|
2,166
|
|
|
58
|
|
|
Total title premiums
|
$
|
1,568
|
|
|
100
|
%
|
|
$
|
1,360
|
|
|
100
|
%
|
|
$
|
4,230
|
|
|
100
|
%
|
|
$
|
3,741
|
|
|
100
|
%
|
Title premiums increased by $208 million, or 15%, in the three months ended September 30, 2025 from the corresponding period in 2024. The increase was comprised of an increase in Title premiums from direct operations of $107 million, or 19%, and an increase in Title premiums from agency operations of $101 million, or 13%.
Title premiums increased by $489 million, or 13%, in the nine months ended September 30, 2025 from the corresponding period in 2024. The increase was compromised of an increase in Title premiums from direct operations of $245 million, or 16%, and an increase in Title premiums from agency operations of $244 million, or 11%.
The following table presents the percentages of opened and closed title insurance orders generated by purchase and refinance transactions by our direct operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Opened title insurance orders from purchase transactions (1)
|
70
|
%
|
|
73
|
%
|
|
73
|
%
|
|
77
|
%
|
|
Opened title insurance orders from refinance transactions (1)
|
30
|
|
|
27
|
|
|
27
|
|
|
23
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
Closed title insurance orders from purchase transactions (1)
|
74
|
%
|
|
77
|
%
|
|
75
|
%
|
|
79
|
%
|
|
Closed title insurance orders from refinance transactions (1)
|
26
|
|
|
23
|
|
|
25
|
|
|
21
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1) Percentages exclude consideration of an immaterial number of non-purchase and non-refinance orders.
Title premiums from direct operations increased in the three and nine months ended September 30, 2025 from the corresponding periods in 2024. The increase was attributable to increases in the average fee per file and closed order volume.
We experienced an increase in closed title insurance order volumes from both purchase and refinance transactions in the three and nine months ended September 30, 2025 from the corresponding periods in 2024. Total closed order volume was 250,000 in the three months ended September 30, 2025 compared to 232,000 in the three months ended September 30, 2024 and 697,000 in the nine months ended September 30, 2025 compared to 647,000 in the nine months ended September 30, 2024. This represented an overall increase of 8% in the three and nine months ended September 30, 2025 from the corresponding periods in 2024. The increases were primarily attributable to higher housing inventory in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024.
Total opened title insurance order volumes increased in the three and nine months ended September 30, 2025 from the corresponding periods in 2024.
The average fee per file in our direct operations was $3,994 and $3,892 in the three and nine months ended September 30, 2025, respectively, compared to $3,708 and $3,682 in the three and nine months ended September 30, 2024, respectively. The increases in average fee per file in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024 are primarily attributable to home price appreciation. 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 increased $101 million, or 13%, in the three months ended September 30, 2025 and increased $244 million, or 11%, in the nine months ended September 30, 2025 from the corresponding periods in 2024.
Escrow, title-related and other fees increased by $53 million, or 9%, in the three months ended September 30, 2025 and increased $136 million, or 8%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. Escrow and title-related fees increased by $25 million, or 11%, in the three months ended September 30, 2025 and $65 million, or 11%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. The increases in escrow and title-related fees in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024 are due to increased closed order volume. Other fees, excluding escrow and title-related fees, increased by $28 million, or 8%, in the three months ended September 30, 2025 and increased $71 million, or 7%, in the nine months ended September 30, 2025. The increases in Other fees, excluding escrow and title-related fees, in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024 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 was relatively flat in the three and nine months ended September 30, 2025 as compared to the corresponding period in 2024.
Net recognized losses were $38 million and $20 million in the three and nine months ended September 30, 2025, respectively. Net recognized gains were $63 million and $51 million in the three and nine months ended September 30, 2024, respectively. The fluctuations in recognized gains and losses, net in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024, 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 increased $78 million, or 11%, in the three months ended September 30, 2025 and increased $201 million, or 10% in the nine months ended September 30, 2025 from the corresponding periods in 2024. The increases are due to elevated health claims, inflationary salary increases, and increased variable costs from a modest increase in revenues in the three and nine months ended September 30, 2025 as compared to the corresponding periods in 2024. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 58% and 60% for the three months ended September 30, 2025 and 2024, and 61% and 62% for the nine months ended September 30, 2025 and 2024, respectively. Average employee count in the Title segment was 22,600 and 21,493 in the three months ended September 30, 2025 and 2024, respectively, and 22,072 and 21,167 in the nine months ended September 30, 2025 and 2024, respectively.
Other operating expenses increased by $13 million, or 4%, in the three months ended September 30, 2025, and increased by $72 million, or 8%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. Other operating expenses as a percentage of total revenue excluding agency premiums, interest and investment income, and recognized gains and losses were 26% and 28% in the three months ended September 30, 2025 and 2024, respectively, and 28% and 29% in the nine months ended September 30, 2025 and 2024, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
%
|
|
2024
|
|
%
|
|
2025
|
|
%
|
|
2024
|
|
%
|
|
|
(Dollars in millions)
|
|
Agent premiums
|
$
|
890
|
|
|
100
|
%
|
|
$
|
789
|
|
|
100
|
%
|
|
$
|
2,410
|
|
|
100
|
%
|
|
$
|
2,166
|
|
|
100
|
%
|
|
Agent commissions
|
690
|
|
|
78
|
%
|
|
612
|
|
|
78
|
%
|
|
1,872
|
|
|
78
|
%
|
|
1,681
|
|
|
78
|
%
|
|
Net retained agent premiums
|
$
|
200
|
|
|
22
|
%
|
|
$
|
177
|
|
|
22
|
%
|
|
$
|
538
|
|
|
22
|
%
|
|
$
|
485
|
|
|
22
|
%
|
The claim loss provision for title insurance was $70 million and $61 million for the three months ended September 30, 2025 and 2024, respectively, and $190 million and $168 million for the nine months ended September 30, 2025 and 2024, respectively. The provision reflects an average provision rate of 4.5% of title premiums in all periods. We continually monitor and evaluate our loss provision level, actual claims paid, and the loss reserve position each quarter. This loss provision rate is set to provide for losses on current year policies, but due to development of prior years and our long claim duration, it periodically includes amounts of estimated adverse or positive development on prior years' policies.
F&G
Segment Overview
Through our majority-owned F&G subsidiary, we have five distribution channels across retail and institutional markets. Our three retail channels include agent-based Independent Marketing Organizations ("IMOs"), banks, and broker dealers. We have deep, long-tenured relationships with our network of leading IMOs and their agents to serve the needs of the middle-income market and develop competitive annuity and life products to align with their evolving needs. Upon FNF's ownership and F&G's subsequent rating upgrades in mid-2020, we launched into banks and broker dealers. Further, in 2021, we launched into two institutional markets to originate Funding Agreement Backed Notes ("FABN") and pension risk transfer ("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 is supported by an experienced team, and we partner 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 ISG-I Advisors LLC ("Blackstone").
In setting the features and pricing of our flagship indexed annuity products relative to our targeted net margin, we take into account our expectations regarding (1) the difference between the net investment income we earn and the sum of the interest credited to policyholders and the cost of hedging our risk on the policies; (2) fees, including surrender charges and rider fees, partly offset by vesting bonuses that we pay our policyholders; and (3) a number of related expenses, including benefits and changes in reserves, acquisition costs, and general and administrative expenses.
Key Components of Our Historical Results of Operations
Through our insurance subsidiaries, we issue a broad portfolio of deferred annuities (indexed annuities and fixed rate annuities), IUL insurance, immediate annuities, funding agreements and PRT solutions. A deferred annuity is a type of contract that accumulates value on a tax deferred basis and typically begins making specified periodic or lump sum payments a certain number of years after the contract has been issued. IUL insurance is a complementary type of contract that accumulates value in a cash value account and provides a payment to designated beneficiaries upon the policyholder's death. An immediate annuity is a type of contract that begins making specified payments within one annuity period (e.g., one month or one year) and typically makes payments of principal and interest earnings over a period of time. As defined by the Iowa Insurance Division, a funding agreement is an agreement for an insurer to accept and accumulate funds and to make one or more payments at future dates in amounts that are not based on mortality or morbidity contingencies of the person to whom the funding agreement is issued. In essence, funding agreement providers issue fixed maturity contracts with fixed or floating interest rates in exchange for a single upfront premium. Our PRT products are comparable to income annuities, as we generally receive a single, upfront premium in exchange for paying a guaranteed stream of future income payments, which are typically fixed in nature but may vary in duration based on participant mortality experience.
Under GAAP, premium collections for deferred annuities (indexed annuities and fixed rate annuities), immediate annuities and PRT without life contingency, and deposits received for funding agreements are reported in the financial statements as deposit liabilities (i.e., contractholder funds) instead of as sales or revenues. Similarly, cash payments to customers are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as
deposit liabilities are net investment income, surrender charges, cost of insurance and other charges deducted from contractholder funds (i.e., amortization of URL), and net realized gains (losses) on investments. Components of expenses for products accounted for as deposit liabilities are interest-sensitive and index product benefits (primarily interest credited to account balances or the hedging cost of providing index credits to the policyholder), amortization of VOBA, DAC and DSI, and other operating costs and expenses.
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 equity options and, to a lesser degree, futures contracts (specifically for indexed annuity 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 indexed annuity and IUL contracts. The majority of all such equity options are one-year options purchased to match the funding requirements underlying the indexed annuity/IUL contracts. We attempt to manage the cost of these purchases through the terms of our indexed annuity/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 equity 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 equity options and futures contracts includes the gains and losses recognized at the expiration of the instruments' terms or upon early termination and the changes in fair value of open positions. In addition, to reduce market risks from interest rate changes on our earnings associated with our floating rate investments, during 2023, we began to execute pay-float and receive-fixed interest rate swaps.
Market risk benefits ("MRBs") are contracts or contract features that both provide protection to the contract holder from other-than-nominal capital market risk (equity, interest and foreign exchange risk) and expose the Company to other-than-nominal capital market risk. MRBs (inclusive of reinsured MRBs) are measured at fair value using a risk neutral valuation method, which is based on current net amounts at risk, market data, internal and industry experience, and other factors. The change in fair value of MRBs generally reflects impacts from actual policyholder behavior (including surrenders of the benefit), changes in interest rates, and changes in equity market returns. Generally higher interest rates and equity returns result in gains whereas lower interest rates and equity returns result in losses. Reinsured MRBs are valued using a methodology consistent with direct MRBs, with the exception of the non-performance spread, which reflects the credit of the reinsurer.
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 indexed annuity/IUL policies, which includes the expenses incurred to fund the index credit with respect to indexed annuities/IULs. Proceeds received upon expiration or early termination of equity 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.
F&G Results of Operations
The results of operations of our F&G segment for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
|
2025
|
|
2024
|
|
Revenues
|
(In millions)
|
|
Life insurance premiums and other fees
|
$
|
711
|
|
|
$
|
506
|
|
|
|
$
|
1,808
|
|
|
$
|
1,711
|
|
|
Interest and investment income
|
748
|
|
|
712
|
|
|
|
2,096
|
|
|
2,012
|
|
|
Owned distribution revenues
|
24
|
|
|
20
|
|
|
|
63
|
|
|
61
|
|
|
Recognized gains and (losses), net
|
211
|
|
|
206
|
|
|
|
(1)
|
|
|
401
|
|
|
Total revenues
|
1,694
|
|
|
1,444
|
|
|
|
3,966
|
|
|
4,185
|
|
|
Benefits and expenses
|
|
|
|
|
|
|
|
|
|
Benefits and other changes in policy reserves
|
1,181
|
|
|
1,095
|
|
|
|
2,698
|
|
|
2,864
|
|
|
Market risk benefit (gains) losses
|
43
|
|
|
71
|
|
|
|
148
|
|
|
80
|
|
|
Depreciation and amortization
|
180
|
|
|
147
|
|
|
|
491
|
|
|
417
|
|
|
Personnel costs
|
79
|
|
|
80
|
|
|
|
223
|
|
|
215
|
|
|
Other operating expenses
|
38
|
|
|
45
|
|
|
|
121
|
|
|
149
|
|
|
Interest expense
|
42
|
|
|
36
|
|
|
|
123
|
|
|
94
|
|
|
Total benefits and expenses
|
1,563
|
|
|
1,474
|
|
|
|
3,804
|
|
|
3,819
|
|
|
Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
131
|
|
|
$
|
(30)
|
|
|
|
$
|
162
|
|
|
$
|
366
|
|
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 indexed annuity policies, the cost of insurance on IUL policies, and surrender charges assessed against policy withdrawals in excess of the policyholder's allowable penalty-free amounts (up to 10% of the prior year's value, subject to certain limitations). The following table summarizes the Life insurance premiums and other fees, on the unaudited Condensed Consolidated Statements of Earnings, for the three and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Life-contingent pension risk transfer premiums
|
$
|
536
|
|
|
$
|
332
|
|
|
$
|
1,279
|
|
|
$
|
1,240
|
|
|
Traditional life insurance and life-contingent immediate annuity premiums
|
8
|
|
|
8
|
|
|
27
|
|
|
29
|
|
|
Surrender charges
|
70
|
|
|
82
|
|
|
196
|
|
|
195
|
|
|
Policyholder fees and other income
|
97
|
|
|
84
|
|
|
306
|
|
|
247
|
|
|
Life insurance premiums and other fees
|
$
|
711
|
|
|
$
|
506
|
|
|
$
|
1,808
|
|
|
$
|
1,711
|
|
•Life-contingent pension risk transfer premiums increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, reflecting the timing of PRT transactions. PRT premiums are subject to fluctuation period to period.
•Surrender charges decreased for the three months ended September 30, 2025 and were relatively unchanged for the nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively. These charges primarily reflect withdrawals from policyholders with surrender charges and market value adjustments ("MVAs"), primarily on our indexed annuities policies, and are subject to changes in the interest rate environment.
•Policyholder fees and other income increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily reflecting increased cost of insurance charges, net of changes in unearned revenue liabilities ("URL") on IUL policies from growth in business and higher guaranteed minimum withdrawal benefit ("GMWB") rider fees. GMWB rider fees are based on the policyholder's benefit base and are collected at the end of the policy year. The increase for the nine months ended September 30, 2025 also includes a reinsurance true-up adjustment.
Interest and investment income
Below is a summary of interest and investment income for the three and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Fixed maturity securities, available-for-sale
|
$
|
586
|
|
|
$
|
562
|
|
|
$
|
1,686
|
|
|
$
|
1,620
|
|
|
Equity securities
|
5
|
|
|
5
|
|
|
14
|
|
|
16
|
|
|
Preferred securities
|
3
|
|
|
5
|
|
|
10
|
|
|
18
|
|
|
Mortgage loans
|
97
|
|
|
69
|
|
|
266
|
|
|
200
|
|
|
Invested cash and short-term investments
|
18
|
|
|
53
|
|
|
83
|
|
|
115
|
|
|
Limited partnerships
|
91
|
|
|
83
|
|
|
205
|
|
|
234
|
|
|
Other investments
|
15
|
|
|
9
|
|
|
27
|
|
|
25
|
|
|
Gross investment income
|
$
|
815
|
|
|
$
|
786
|
|
|
$
|
2,291
|
|
|
$
|
2,228
|
|
|
Investment expense
|
(67)
|
|
|
(74)
|
|
|
(195)
|
|
|
(216)
|
|
|
Interest and investment income
|
$
|
748
|
|
|
$
|
712
|
|
|
$
|
2,096
|
|
|
$
|
2,012
|
|
Interest and investment income is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Interest and investment income attributable to these agreements, and thus excluded from the totals in the table above, was $219 million and $592 million for the
three and nine months ended September 30, 2025, respectively, and $181 million and $463 million for the three and nine months ended September 30, 2024, respectively.
Recognized gains and losses, net
Below is a summary of the major components included in recognized gains and (losses), net for the three and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Net realized and unrealized (losses) gains on fixed maturity available-for-sale securities, equity securities and other invested assets
|
$
|
(10)
|
|
|
$
|
14
|
|
|
$
|
(37)
|
|
|
$
|
99
|
|
|
Change in allowance for expected credit losses
|
1
|
|
|
(10)
|
|
|
(41)
|
|
|
(33)
|
|
|
Net realized and unrealized gains on certain derivatives instruments
|
277
|
|
|
377
|
|
|
232
|
|
|
515
|
|
|
Change in fair value of reinsurance related embedded derivatives
|
(60)
|
|
|
(178)
|
|
|
(162)
|
|
|
(186)
|
|
|
Change in fair value of other derivatives and embedded derivatives
|
3
|
|
|
3
|
|
|
7
|
|
|
6
|
|
|
Recognized gains and losses, net
|
$
|
211
|
|
|
$
|
206
|
|
|
$
|
(1)
|
|
|
$
|
401
|
|
Recognized gains and (losses), net is shown net of amounts attributable to certain funds withheld reinsurance agreements, which is passed along to the reinsurer in accordance with the terms of these agreements. Recognized gains and losses attributable to these agreements, and thus excluded from the totals in the table above, was $(77) million and $(176) million for the three and nine month periods ended September 30, 2025, and $(177) million and $(186) million for the three and nine month periods ended September 30, 2024, respectively.
•For the three months ended September 30, 2025, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities, and other invested assets is primarily the result of net realized losses on fixed maturity available-for-sale securities.
•For the nine months ended September 30, 2025, 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 net realized losses on fixed maturity available-for-sale securities.
•For the three months ended September 30, 2024, 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 gains on our preferred and equity securities.
•For the nine months ended September 30, 2024, net realized and unrealized gains (losses) on fixed maturity available-for-sale securities, equity securities and other invested assets is primarily the result of unrealized FVO gains on owned distribution investments and mark-to-market gains on our preferred and equity securities.
•The change in allowance for expected credit losses primarily relates to 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 equity options and futures used to hedge indexed annuity and IUL products, including gains on option and futures expiration and changes in the fair value of interest rate swaps. See the table below for primary drivers of gains (losses) on certain derivatives.
•The fair value of reinsurance related embedded derivative is based on the change in fair value of the underlying assets held in the funds withheld ("FWH") portfolio.
We utilize a combination of static (equity options) and dynamic (long futures contracts) instruments in our product hedging strategy. Equity options and futures contracts are generally based upon the performance of various equity indices, such as the S&P 500 Index, as well as other bond and gold market indices.
We utilize interest rate swaps to reduce market risks from interest rate changes on our earnings associated with our floating rate investments and we utilize foreign currency swaps to reduce market risks from fluctuations in foreign exchange rates that impact earnings associated with our foreign currency denominated investments.
The components of the realized and unrealized gains (losses) on certain derivative instruments hedging our indexed annuities, universal life products and floating rate investments are summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(Dollars in millions)
|
|
Equity options:
|
|
|
|
|
|
|
|
|
Realized (losses) gains
|
$
|
(56)
|
|
|
$
|
33
|
|
|
$
|
(130)
|
|
|
$
|
49
|
|
|
Change in unrealized gains
|
325
|
|
|
227
|
|
|
291
|
|
|
438
|
|
|
Futures contracts:
|
|
|
|
|
|
|
|
|
Gains on futures contracts expiration
|
6
|
|
|
1
|
|
|
16
|
|
|
15
|
|
|
Change in unrealized gains
|
6
|
|
|
6
|
|
|
10
|
|
|
3
|
|
|
Foreign currency swaps losses
|
-
|
|
|
-
|
|
|
(7)
|
|
|
-
|
|
|
Interest rate swaps (losses) gains
|
(5)
|
|
|
114
|
|
|
62
|
|
|
9
|
|
|
Other derivative investments:
|
|
|
|
|
|
|
|
|
Gains (losses) on other derivative investments
|
1
|
|
|
(4)
|
|
|
(10)
|
|
|
1
|
|
|
Total net change in fair value
|
$
|
277
|
|
|
$
|
377
|
|
|
$
|
232
|
|
|
$
|
515
|
|
|
|
|
|
|
|
|
|
|
|
Annual Point-to-Point Change in S&P 500 Index during the periods
|
8
|
%
|
|
6
|
%
|
|
16
|
%
|
|
34
|
%
|
|
Secured Overnight Financing Rates
|
4.24
|
%
|
|
4.96
|
%
|
|
4.24
|
%
|
|
4.96
|
%
|
•Realized gains and (losses) on certain derivative instruments are directly correlated to the performance of the indices upon which the equity 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.
•The changes in unrealized gains (losses) due to the net changes in fair value of equity options and futures contracts are driven by the underlying performance of the indices, such as the S&P 500 Index, upon which the equity options and futures contracts are based during each respective period relative to the respective indices on the policyholder buy dates.
•The net change in fair value of the foreign currency and interest rate swaps were primarily driven by fluctuations in the foreign currency exchange rate and interest rate indexes underlying the swap contracts.
The average index credits to policyholders are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
|
2025
|
|
2024
|
|
Average Crediting Rate
|
4
|
%
|
|
5
|
%
|
|
|
4
|
%
|
|
4
|
%
|
|
S&P 500 Index:
|
|
|
|
|
|
|
|
|
|
Point-to-point strategy
|
5
|
%
|
|
5
|
%
|
|
|
5
|
%
|
|
4
|
%
|
|
Monthly average strategy
|
3
|
%
|
|
4
|
%
|
|
|
3
|
%
|
|
3
|
%
|
|
Monthly point-to-point strategy
|
1
|
%
|
|
5
|
%
|
|
|
2
|
%
|
|
4
|
%
|
|
3 year high water mark
|
17
|
%
|
|
3
|
%
|
|
|
12
|
%
|
|
4
|
%
|
•Actual amounts credited to contractholder fund balances may differ from the index appreciation due to contractual features in the indexed annuity contracts and certain IUL contracts (caps, spreads and participation rates), which allow us to manage the cost of the options purchased to fund the annual index credits.
•The credits for the periods presented were based on comparing the S&P 500 Index on each issue date in the period to the same issue date in the respective prior year periods.
Benefits and expenses
Benefits and other changes in policy reserves
Below is a summary of the major components included in Benefits and other changes in policy reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
PRT agreements
|
$
|
561
|
|
|
$
|
341
|
|
|
$
|
1,331
|
|
|
$
|
1,282
|
|
|
Indexed annuities/IUL market related liability movements
|
163
|
|
|
321
|
|
|
71
|
|
|
460
|
|
|
Index credits, interest credited and bonuses
|
474
|
|
|
427
|
|
|
1,314
|
|
|
1,108
|
|
|
Other changes in policy reserves
|
(17)
|
|
|
6
|
|
|
(18)
|
|
|
14
|
|
|
Benefits and other changes in policy reserves
|
$
|
1,181
|
|
|
$
|
1,095
|
|
|
$
|
2,698
|
|
|
$
|
2,864
|
|
•PRT agreements, primarily representing the change in reserves associated with PRT premiums during the periods, increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, reflecting the timing of PRT transactions. PRT transactions are subject to fluctuation period to period.
•The indexed annuities/IUL market related liability movements during the three and nine months ended September 30, 2025 and September 30, 2024, respectively, are mainly driven by changes in the equity markets, non-performance spreads, and risk free rates during the respective periods. The change in risk free rates and non-performance spreads increased the direct indexed annuities market related liability by $92 million and $255 million during the three months ended September 30, 2025 and September 30, 2024, respectively. The change in risk free rates and non-performance spreads increased the direct indexed annuities market related liability by $175 million and $87 million during the nine months ended September 30, 2025 and September 30, 2024, respectively. The remaining changes in market value of the market related liability movements for all periods were primarily driven by equity market impacts. See "Revenues - Recognized gains and (losses), net" above for summary and discussion of net unrealized gains (losses) on certain derivative instruments.
•Annually, typically in the third quarter, we review assumptions associated with reserves for policy benefits and product guarantees.
◦During the three and nine months ended September 30, 2025 and September 30, 2024, based on policyholder behavior, experience and interest rate movements, we reflected updates to surrender assumptions for recent and expected near term policyholder behavior, as well as updated certain FIA assumptions used to calculate the fair value of the embedded derivative component within contractholder funds. These changes resulted in increases (decreases) in total benefits and other changes in policy reserves of approximately $(4) million and ($136) million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $(30) million and ($79) million for the nine months ended September 30, 2025 and September 30, 2024, respectively.
•Index credits, interest credited, and bonuses for the three and nine months ended September 30, 2025 were higher compared to the three and nine months ended September 30, 2024, primarily reflecting higher index credits and interest credited on indexed annuities and other policies as a result of market movement during the respective periods and higher interest credited associated with the growth in PRT agreements.
Market Risk Benefit (gains) losses
Below is a summary of market risk benefit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Market risk benefit (gains) losses
|
$
|
43
|
|
|
$
|
71
|
|
|
$
|
148
|
|
|
$
|
80
|
|
•Market risk benefit (gains) losses are primarily driven by issuances, attributed fees collected, effects of market related movements (including changes in equity markets and risk-free rates), actual policyholder behavior as compared with expected changes in assumptions during the periods. Market risk benefit losses are reported net of reinsurance, reflecting an amended reinsurance agreement effective July 1, 2024.
•Changes in market risk benefit (gains) losses for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily reflect favorable market related movements. Changes in market risk benefit losses for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily reflect unfavorable market related movements and unfavorable actual policyholder behavior as compared to expected.
Depreciation and Amortization
Below is a summary of the major components included in depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Amortization of DAC, VOBA and DSI
|
$
|
150
|
|
|
$
|
127
|
|
|
|
$
|
424
|
|
|
$
|
364
|
|
|
Amortization of other intangible assets and fixed asset depreciation
|
30
|
|
|
20
|
|
|
|
67
|
|
|
53
|
|
|
Depreciation and amortization
|
$
|
180
|
|
|
$
|
147
|
|
|
|
$
|
491
|
|
|
$
|
417
|
|
•DAC, VOBA, and DSI are amortized on a constant level basis for the grouped contracts over the expected term of the related contracts to approximate straight-line amortization. Depreciation and amortization increased for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, primarily reflecting increased DAC and DSI associated with the growth of the business. In addition, as a result of our annual actuarial assumption update process, amortization rates on some DAC and DSI balances increased primarily for indexed annuities. Amortization of VOBA also increased approximately $15 million for the nine months ended September 30, 2024, reflecting other actuarial model updates and refinements.
Personnel Costs and Other Operating Expenses
Below is a summary of personnel costs and other operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
|
(In millions)
|
|
Personnel costs
|
$
|
79
|
|
|
$
|
80
|
|
|
$
|
223
|
|
|
$
|
215
|
|
|
Other operating expenses
|
38
|
|
|
45
|
|
|
121
|
|
|
149
|
|
|
Total personnel costs and other operating expenses
|
$
|
117
|
|
|
$
|
125
|
|
|
$
|
344
|
|
|
$
|
364
|
|
•Personnel costs and other operating expenses were lower for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, respectively, primarily reflecting costs in line with sales volumes and growth in assets, disciplined expense management, including one-time management actions taken in the second quarter, and one-time transaction costs in the third quarter, along with continued investments in our operating platform.
Investment Portfolio
The types of assets in which we may invest are influenced by various state laws, which prescribe qualified investment assets applicable to insurance companies. Within the parameters of these laws, we invest in assets giving consideration to four primary investment objectives: (i) maintain robust absolute returns; (ii) provide reliable yield and investment income; (iii) preserve capital; and (iv) provide liquidity to meet policyholder and other corporate obligations.
Our investment portfolio is designed to contribute stable earnings, excluding short term mark to market effects, and balance risk across diverse asset classes and is primarily invested in high quality fixed income securities.
As of September 30, 2025 and December 31, 2024, the fair value of our investment portfolio was approximately $67 billion and $60 billion, respectively, and was divided among the following asset classes and sectors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
Fair Value
|
|
Percent
|
|
Fair Value
|
|
Percent
|
|
Fixed maturity securities, available for sale:
|
(Dollars in millions)
|
|
United States Government full faith and credit
|
$
|
422
|
|
|
1
|
%
|
|
$
|
158
|
|
|
-
|
%
|
|
United States Government sponsored entities
|
180
|
|
|
-
|
|
|
95
|
|
|
-
|
|
|
United States municipalities, states and territories
|
1,374
|
|
|
2
|
|
|
1,346
|
|
|
2
|
|
|
Foreign Governments
|
238
|
|
|
-
|
|
|
186
|
|
|
-
|
|
|
Corporate securities:
|
|
|
|
|
|
|
|
|
Finance, insurance and real estate
|
9,116
|
|
|
14
|
|
|
8,611
|
|
|
14
|
|
|
Manufacturing, construction and mining
|
1,342
|
|
|
2
|
|
|
1,139
|
|
|
2
|
|
|
Utilities, energy and related sectors
|
3,519
|
|
|
5
|
|
|
2,971
|
|
|
5
|
|
|
Wholesale/retail trade
|
3,530
|
|
|
5
|
|
|
3,210
|
|
|
5
|
|
|
Services, media and other
|
4,913
|
|
|
7
|
|
|
4,547
|
|
|
8
|
|
|
Hybrid securities
|
582
|
|
|
1
|
|
|
581
|
|
|
1
|
|
|
Non-agency residential mortgage-backed securities
|
2,784
|
|
|
4
|
|
|
2,693
|
|
|
5
|
|
|
Commercial mortgage-backed securities (a)
|
5,342
|
|
|
8
|
|
|
5,131
|
|
|
9
|
|
|
Asset-backed securities ("ABS") (a)
|
7,476
|
|
|
11
|
|
|
10,270
|
|
|
17
|
|
|
Collateral loan obligations and loan backed-private obligations ("CLO") (a)
|
10,783
|
|
|
16
|
|
|
5,379
|
|
|
9
|
|
|
Total fixed maturity available for sale securities
|
51,601
|
|
|
76
|
|
|
46,317
|
|
|
77
|
|
|
Equity securities (b)
|
352
|
|
|
1
|
|
|
415
|
|
|
1
|
|
|
Limited partnerships:
|
|
|
|
|
|
|
|
|
Private equity
|
2,046
|
|
|
3
|
|
|
1,830
|
|
|
3
|
|
|
Real assets
|
783
|
|
|
1
|
|
|
437
|
|
|
1
|
|
|
Credit
|
1,631
|
|
|
3
|
|
|
1,021
|
|
|
2
|
|
|
Limited partnerships
|
4,460
|
|
|
7
|
|
|
3,288
|
|
|
6
|
|
|
Commercial mortgage loans
|
3,068
|
|
|
5
|
|
|
2,404
|
|
|
4
|
|
|
Residential mortgage loans
|
3,896
|
|
|
6
|
|
|
2,916
|
|
|
5
|
|
|
Other (primarily derivatives, company owned life insurance and unconsolidated owned distribution investments)
|
2,651
|
|
|
4
|
|
|
1,753
|
|
|
3
|
|
|
Short term investments
|
910
|
|
|
1
|
|
|
2,410
|
|
|
4
|
|
|
Total investments
|
$
|
66,938
|
|
|
100
|
%
|
|
$
|
59,503
|
|
|
100
|
%
|
|
(a) Balances at September 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
(b) Includes investment grade non-redeemable preferred stocks ($204 million and $222 million as of September 30, 2025 and December 31, 2024, respectively).
|
Insurance statutes regulate the type of investments that our life insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, and our business and investment strategy, we generally seek to invest in primarily high-grade fixed-income assets across a wide range of sectors, including Corporate securities, U.S. Government and government-sponsored agency securities, and Structured securities, among others.
The NAIC's Securities Valuation Office ("SVO") is responsible for the day-to-day credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for regulatory filings. The SVO conducts credit analysis on these securities for the purpose of
assigning a NAIC designation or unit price. Typically, if a security has been rated by a nationally recognized statistical rating organization ("NRSRO"), the SVO utilizes that rating and assigns a NAIC designation based upon the NAIC published comparison of NRSRO ratings to NAIC designations.
The NAIC determines ratings for non-agency residential mortgage backed securities ("RMBS") and commercial mortgage backed securities using modeling that estimates security level expected losses under a variety of economic scenarios. For such assets issued prior to January 1, 2013, an insurer's amortized cost basis in applicable assets can impact the assigned rating. In the tables below, we present the rating of structured securities based on ratings from the NAIC rating methodologies described above (which in some cases do not correspond to rating agency designations). All NAIC designations (e.g., NAIC 1-6) are based on the NAIC methodologies.
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our fixed income portfolio as of September 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
NRSRO Rating
|
NAIC Designation
|
|
Amortized Cost
|
Fair Value
|
|
Fair Value Percent
|
|
|
Amortized Cost
|
Fair Value
|
|
Fair Value Percent
|
|
|
|
(Dollars in millions)
|
|
AAA/AA/A
|
1
|
|
$
|
34,104
|
|
$
|
32,582
|
|
|
63
|
%
|
|
|
$
|
31,258
|
|
$
|
29,174
|
|
|
63
|
%
|
|
BBB
|
2
|
|
17,379
|
|
16,680
|
|
|
33
|
|
|
|
16,254
|
|
15,082
|
|
|
33
|
|
|
BB
|
3
|
|
1,624
|
|
1,583
|
|
|
3
|
|
|
|
1,591
|
|
1,538
|
|
|
3
|
|
|
B
|
4
|
|
530
|
|
508
|
|
|
1
|
|
|
|
375
|
|
353
|
|
|
1
|
|
|
CCC
|
5
|
|
132
|
|
108
|
|
|
-
|
|
|
|
100
|
|
68
|
|
|
-
|
|
|
CC and lower
|
6
|
|
236
|
|
140
|
|
|
-
|
|
|
|
151
|
|
102
|
|
|
-
|
|
|
Total
|
|
|
$
|
54,005
|
|
$
|
51,601
|
|
|
100
|
%
|
|
|
$
|
49,729
|
|
$
|
46,317
|
|
|
100
|
%
|
Investment Concentrations
The tables below present the top ten structured security and industry categories of our fixed maturity and equity securities including the fair value and percent of total fixed maturity and equity securities fair value as of September 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
Top 10 Concentrations
|
|
Fair Value (In millions)
|
|
Percent of Total Fair Value
|
|
CLO (a)
|
|
$
|
10,782
|
|
|
21
|
%
|
|
ABS (a)
|
|
7,476
|
|
|
14
|
|
|
Commercial mortgage backed securities
|
|
5,342
|
|
|
9
|
|
|
Diversified financial services
|
|
4,199
|
|
|
8
|
|
|
Whole loan collateralized mortgage obligation
|
|
2,765
|
|
|
5
|
|
|
Banking
|
|
2,017
|
|
|
4
|
|
|
Insurance
|
|
1,894
|
|
|
4
|
|
|
Municipal
|
|
1,374
|
|
|
3
|
|
|
Electric
|
|
1,374
|
|
|
3
|
|
|
Pipelines
|
|
895
|
|
|
2
|
|
|
Total
|
|
$
|
38,118
|
|
|
73
|
%
|
(a)Balances at September 30, 2025, reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
Top 10 Concentrations
|
|
Fair Value
|
|
Percent of Total Fair Value
|
|
ABS
|
|
$
|
10,270
|
|
|
22
|
%
|
|
CLO
|
|
5,379
|
|
|
11
|
|
|
Commercial mortgage-backed securities
|
|
5,131
|
|
|
11
|
|
|
Diversified financial services
|
|
4,271
|
|
|
9
|
|
|
Whole loan collateralized mortgage obligation
|
|
2,635
|
|
|
6
|
|
|
Banking
|
|
1,988
|
|
|
4
|
|
|
Insurance
|
|
1,761
|
|
|
4
|
|
|
Municipal
|
|
1,363
|
|
|
3
|
|
|
Electric
|
|
1,229
|
|
|
3
|
|
|
Pharmaceuticals
|
|
738
|
|
|
1
|
|
|
Total
|
|
$
|
34,765
|
|
|
74
|
%
|
The amortized cost and fair value of fixed maturity AFS securities by contractual maturities as of September 30, 2025 are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
|
|
Amortized Cost
|
|
Fair Value
|
|
Corporate, Non-structured Hybrids, Municipal and Government securities:
|
|
(In millions)
|
|
Due in one year or less
|
|
$
|
542
|
|
|
$
|
537
|
|
|
Due after one year through five years
|
|
4,110
|
|
|
4,140
|
|
|
Due after five years through ten years
|
|
5,153
|
|
|
5,161
|
|
|
Due after ten years
|
|
17,412
|
|
|
15,198
|
|
|
Subtotal
|
|
27,217
|
|
|
25,036
|
|
|
Other securities, which provide for periodic payments:
|
|
|
|
|
|
Asset-backed securities
|
|
18,340
|
|
|
18,259
|
|
|
Commercial-mortgage-backed securities
|
|
5,480
|
|
|
5,342
|
|
|
Residential mortgage-backed securities
|
|
2,968
|
|
|
2,964
|
|
|
Subtotal
|
|
26,788
|
|
|
26,565
|
|
|
Total fixed maturity available-for-sale securities
|
|
$
|
54,005
|
|
|
$
|
51,601
|
|
Non-Agency RMBS Exposure
Our investment in non-agency RMBS securities is predicated on the conservative and adequate cushion between purchase price and NAIC 1 rating, general lack of sensitivity to interest rates, positive convexity to prepayment rates, and correlation between the price of the securities and the unfolding recovery of the housing market.
The fair value of our investments in subprime securities and Alt-A RMBS securities were $3 million and $42 million as of September 30, 2025, respectively, and $29 million and $44 million as of December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, approximately 96% and 93%, respectively, of the subprime and Alt-A RMBS exposures were rated NAIC 2 or higher.
ABS and CLO Exposures
Our ABS exposures are largely diversified by underlying collateral and issuer type. Our CLO exposures are generally senior tranches of CLOs, which have leveraged loans as their underlying collateral.
As of September 30, 2025, the CLO and ABS positions were trading at a net unrealized gain of $69 million and a net unrealized loss of $130 million, respectively. As of December 31, 2024, the CLO and ABS positions were trading at a net unrealized gain of $92 million and a net unrealized loss of $207 million, respectively.
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS ABS portfolio as of September 30, 2025 and December 31, 2024. Balances as of September 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
|
Fair Value
|
|
Percent
|
|
Fair Value
|
|
Percent
|
|
NRSRO Rating
|
NAIC Designation
|
(Dollars in millions)
|
|
AAA/AA/A
|
1
|
$
|
5,346
|
|
|
72
|
%
|
|
$
|
7,963
|
|
|
78
|
%
|
|
BBB
|
2
|
1,891
|
|
25
|
|
|
1,633
|
|
16
|
|
|
BB
|
3
|
167
|
|
2
|
|
|
445
|
|
4
|
|
|
B
|
4
|
15
|
|
-
|
|
183
|
|
2
|
|
|
CCC
|
5
|
10
|
|
-
|
|
8
|
|
-
|
|
CC and lower
|
6
|
47
|
|
1
|
|
|
38
|
|
-
|
|
Total
|
|
$
|
7,476
|
|
|
100%
|
|
$
|
10,270
|
|
|
100%
|
The following table summarizes the credit quality by NRSRO rating, or NAIC designation equivalent, of our AFS CLO portfolio as of September 30, 2025 and December 31, 2024. Balances as of September 30, 2025 reflect classifications consistent with the NAIC Principles Based Bond Definition Project effective January 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
|
Fair Value
|
|
Percent
|
|
Fair Value
|
|
Percent
|
|
NRSRO Rating
|
NAIC Designation
|
(Dollars in millions)
|
|
AAA/AA/A
|
1
|
$
|
7,912
|
|
|
73%
|
|
$
|
3,411
|
|
|
63%
|
|
BBB
|
2
|
1,749
|
|
16
|
|
1,396
|
|
26
|
|
BB
|
3
|
861
|
|
8
|
|
524
|
|
10
|
|
B
|
4
|
195
|
|
2
|
|
10
|
|
-
|
|
CCC
|
5
|
-
|
|
-
|
|
-
|
|
|
-
|
|
CC and lower
|
6
|
66
|
|
1
|
|
38
|
|
1
|
|
Total
|
|
$
|
10,783
|
|
|
100%
|
|
$
|
5,379
|
|
|
100%
|
Municipal Bond Exposure
The following table summarizes our municipal bond exposure as of September 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
|
December 31, 2024
|
|
|
Amortized Cost
|
|
Fair Value
|
|
|
Amortized Cost
|
|
Fair Value
|
|
|
(Dollars in millions)
|
|
General obligation bonds
|
$
|
250
|
|
|
$
|
215
|
|
|
|
$
|
247
|
|
|
$
|
205
|
|
|
Special revenue bonds
|
1,309
|
|
|
1,145
|
|
|
|
1,329
|
|
|
1,128
|
|
|
Certificate participations
|
16
|
|
|
14
|
|
|
|
16
|
|
|
13
|
|
|
Total
|
$
|
1,575
|
|
|
$
|
1,374
|
|
|
|
$
|
1,592
|
|
|
$
|
1,346
|
|
Across all municipal bonds, the largest issuer represented 4% and 5% respectively, of the category and less than 1% of the total portfolio for both September 30, 2025 and December 31, 2024, and is rated NAIC 1 as of September 30, 2025. Our focus within municipal bonds is on NAIC 1 rated instruments, with 98% and 97% respectively, of our municipal bond exposure rated NAIC 1 as of September 30, 2025 and December 31, 2024.
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. Loan-to value ("LTV") and debt-service coverage ("DSC") ratios are utilized to assess the risk and quality of CMLs. As of September 30, 2025 and December 31, 2024, our mortgage loans on real estate portfolio had a weighted average DSC ratio of 2.2 times and 2.3 times, respectively, and a weighted average LTV ratio of 57% for both periods.
We consider a CML delinquent when a loan payment is greater than 30 days past due. For mortgage loans that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. As of September 30, 2025 and December 31, 2024, we had one CML that was delinquent in principal or interest payments. We had no CMLs in the process of foreclosure as of September 30, 2025 and December 31, 2024. See Note D Investmentsto the unaudited Condensed Consolidated Financial Statements included in this report for additional information on our CMLs, including our distribution by property type, geographic region, LTV, and DSC ratios.
Residential Mortgage Loans
F&G's residential mortgage loans ("RMLs") are primarily 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 non-performing loan. F&G defines non-performing RMLs as those that are 90 or more days past due and/or in non-accrual status.
Loans are placed on non-accrual 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 Investmentsto the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on our RMLs.
Unrealized Losses
The amortized cost and fair value of the fixed maturity securities and the equity securities that were in an unrealized loss position as of September 30, 2025 and December 31, 2024, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
|
Number of Securities
|
|
Amortized Cost
|
|
Allowance for Expected Credit Losses
|
|
Unrealized Losses
|
|
Fair Value
|
|
Fixed maturity securities, available for sale:
|
(Dollars in millions)
|
|
United States Government full faith and credit
|
16
|
|
|
$
|
196
|
|
|
$
|
-
|
|
|
$
|
(1)
|
|
|
$
|
195
|
|
|
United States Government sponsored agencies
|
49
|
|
|
31
|
|
|
-
|
|
|
(2)
|
|
|
29
|
|
|
United States municipalities, states and territories
|
158
|
|
|
1,382
|
|
|
-
|
|
|
(207)
|
|
|
1,175
|
|
|
Foreign Governments
|
37
|
|
|
164
|
|
|
-
|
|
|
(34)
|
|
|
130
|
|
|
Corporate securities:
|
|
|
|
|
|
|
|
|
|
|
Finance, insurance and real estate
|
744
|
|
|
4,515
|
|
|
-
|
|
|
(519)
|
|
|
3,996
|
|
|
Manufacturing, construction and mining
|
181
|
|
|
976
|
|
|
-
|
|
|
(120)
|
|
|
856
|
|
|
Utilities, energy and related sectors
|
501
|
|
|
2,554
|
|
|
-
|
|
|
(450)
|
|
|
2,104
|
|
|
Wholesale/retail trade
|
573
|
|
|
2,353
|
|
|
-
|
|
|
(415)
|
|
|
1,938
|
|
|
Services, media and other
|
633
|
|
|
3,736
|
|
|
-
|
|
|
(740)
|
|
|
2,996
|
|
|
Hybrid securities
|
34
|
|
|
429
|
|
|
-
|
|
|
(19)
|
|
|
410
|
|
|
Non-agency residential mortgage-backed securities
|
185
|
|
|
626
|
|
|
(1)
|
|
|
(69)
|
|
|
556
|
|
|
Commercial mortgage-backed securities
|
262
|
|
|
1,846
|
|
|
(55)
|
|
|
(149)
|
|
|
1,642
|
|
|
Asset-backed securities
|
451
|
|
|
4,282
|
|
|
(20)
|
|
|
(258)
|
|
|
4,004
|
|
|
Total fixed maturity available for sale securities
|
3,824
|
|
|
23,090
|
|
|
(76)
|
|
|
(2,983)
|
|
|
20,031
|
|
|
Equity securities
|
22
|
|
|
300
|
|
|
-
|
|
|
(80)
|
|
|
220
|
|
|
Total investments
|
3,846
|
|
|
$
|
23,390
|
|
|
$
|
(76)
|
|
|
$
|
(3,063)
|
|
|
$
|
20,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
|
Number of Securities
|
|
Amortized Cost
|
|
Allowance for Expected Credit Losses
|
|
Unrealized Losses
|
|
Fair Value
|
|
Fixed maturity securities, available for sale:
|
(Dollars in millions)
|
|
United States Government full faith and credit
|
29
|
|
|
$
|
106
|
|
|
$
|
-
|
|
|
$
|
(3)
|
|
|
$
|
103
|
|
|
United States Government sponsored agencies
|
64
|
|
|
92
|
|
|
-
|
|
|
(4)
|
|
|
88
|
|
|
United States municipalities, states and territories
|
176
|
|
|
1,476
|
|
|
-
|
|
|
(249)
|
|
|
1,227
|
|
|
Foreign Governments
|
43
|
|
|
224
|
|
|
-
|
|
|
(45)
|
|
|
179
|
|
|
Corporate securities:
|
|
|
|
|
|
|
|
|
|
|
Finance, insurance and real estate
|
840
|
|
|
6,596
|
|
|
-
|
|
|
(728)
|
|
|
5,868
|
|
|
Manufacturing, construction and mining
|
156
|
|
|
1,173
|
|
|
-
|
|
|
(161)
|
|
|
1,012
|
|
|
Utilities, energy and related sectors
|
477
|
|
|
3,000
|
|
|
-
|
|
|
(542)
|
|
|
2,458
|
|
|
Wholesale/retail trade
|
523
|
|
|
3,111
|
|
|
-
|
|
|
(497)
|
|
|
2,614
|
|
|
Services, media and other
|
640
|
|
|
4,679
|
|
|
-
|
|
|
(874)
|
|
|
3,805
|
|
|
Hybrid securities
|
31
|
|
|
515
|
|
|
-
|
|
|
(29)
|
|
|
486
|
|
|
Non-agency residential mortgage-backed securities
|
314
|
|
|
1,370
|
|
|
-
|
|
|
(101)
|
|
|
1,269
|
|
|
Commercial mortgage-backed securities
|
344
|
|
|
2,552
|
|
|
(41)
|
|
|
(200)
|
|
|
2,311
|
|
|
Asset-backed securities
|
355
|
|
|
4,148
|
|
|
(11)
|
|
|
(317)
|
|
|
3,820
|
|
|
Total fixed maturity available for sale securities
|
3,992
|
|
|
29,042
|
|
|
(52)
|
|
|
(3,750)
|
|
|
25,240
|
|
|
Equity securities
|
31
|
|
|
363
|
|
|
-
|
|
|
(87)
|
|
|
276
|
|
|
Total investments
|
4,023
|
|
|
$
|
29,405
|
|
|
$
|
(52)
|
|
|
$
|
(3,837)
|
|
|
$
|
25,516
|
|
The gross unrealized loss position on the fixed maturity available-for-sale fixed and equity portfolio was $3,063 million and $3,837 million as of September 30, 2025 and December 31, 2024, respectively. Most components of the portfolio exhibited price appreciation caused primarily by lower treasury rates. The total amortized cost of all securities in an unrealized loss position was $23,390 million and $29,405 million as of September 30, 2025 and December 31, 2024, respectively. The average market value/book value of the investment category with the largest unrealized loss position was 80% and 81% for services, media and other for September 30, 2025 and December 31, 2024, respectively. In the aggregate, services, media and other represented 24% and 23% of the total unrealized loss position for September 30, 2025 and December 31, 2024, respectively.
The amortized cost and fair value of fixed maturity available for sale securities under watch list analysis and the number of months in a loss position with investment grade securities (NRSRO rating of BBB/Baa or higher) as of September 30, 2025 and December 31, 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
|
Number of Securities
|
|
Amortized Cost
|
|
Fair Value
|
|
Allowance for Credit Loss
|
|
Gross Unrealized Losses
|
|
Investment grade:
|
(Dollars in millions)
|
|
Less than six months
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Six months or more and less than twelve months
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Twelve months or greater
|
72
|
|
|
1,074
|
|
|
706
|
|
|
-
|
|
|
(368)
|
|
|
Total investment grade
|
72
|
|
|
1,074
|
|
|
706
|
|
|
-
|
|
|
(368)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below investment grade:
|
|
|
|
|
|
|
|
|
|
|
Less than six months
|
1
|
|
|
24
|
|
|
5
|
|
|
(19)
|
|
|
-
|
|
|
Six months or more and less than twelve months
|
1
|
|
|
18
|
|
|
18
|
|
|
-
|
|
|
-
|
|
|
Twelve months or greater
|
6
|
|
|
108
|
|
|
86
|
|
|
-
|
|
|
(22)
|
|
|
Total below investment grade
|
8
|
|
|
150
|
|
|
109
|
|
|
(19)
|
|
|
(22)
|
|
|
Total
|
80
|
|
|
$
|
1,224
|
|
|
$
|
815
|
|
|
$
|
(19)
|
|
|
$
|
(390)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
|
Number of Securities
|
|
Amortized Cost
|
|
Fair Value
|
|
Allowance for Credit Loss
|
|
Gross Unrealized Losses
|
|
Investment grade:
|
(Dollars in Millions)
|
|
Less than six months
|
8
|
|
|
$
|
54
|
|
|
$
|
52
|
|
|
$
|
-
|
|
|
$
|
(2)
|
|
|
Six months or more and less than twelve months
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Twelve months or greater
|
107
|
|
|
1,443
|
|
|
959
|
|
|
-
|
|
|
(484)
|
|
|
Total investment grade
|
115
|
|
|
1,497
|
|
|
1,011
|
|
|
-
|
|
|
(486)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below investment grade:
|
|
|
|
|
|
|
|
|
|
|
Less than six months
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Six months or more and less than twelve months
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Twelve months or greater
|
5
|
|
|
82
|
|
|
51
|
|
|
-
|
|
|
(31)
|
|
|
Total below investment grade
|
5
|
|
|
82
|
|
|
51
|
|
|
-
|
|
|
(31)
|
|
|
Total
|
120
|
|
|
$
|
1,579
|
|
|
$
|
1,062
|
|
|
$
|
-
|
|
|
$
|
(517)
|
|
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.
The watch list excludes structured securities as we have separate processes to evaluate the credit quality on the structured securities.
There were 78 and 45 structured securities with a fair value of $156 million and $146 million to which we had potential credit exposure as of September 30, 2025 and December 31, 2024, respectively. Our analysis of these structured securities, which included cash flow testing, resulted in allowances for expected credit losses of $77 million and $62 million as of September 30, 2025 and December 31, 2024, respectively.
Exposure to Sovereign Debt and Certain Other Exposures
Our investment portfolio had an immaterial amount of direct exposure to European sovereign debt as of September 30, 2025 and December 31, 2024, respectively. We have no exposure to investments in Russia or Ukraine and de minimis investments in peripheral countries in the region.
Interest and Investment Income
For discussion regarding our interest and investment income and recognized gains and (losses), net refer to Note D Investmentsto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
AFS Securities
For additional information regarding our AFS securities, including the amortized cost, gross unrealized gains (losses), and fair value as well as the amortized cost and fair value of fixed maturity AFS securities by contractual maturities, as of September 30, 2025 and December 31, 2024, refer to Note D Investmentsto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Concentrations of Financial Instruments
For certain information regarding our concentrations of financial instruments, refer to Note D Investments to the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Derivatives
We are exposed to credit loss in the event of non-performance by our counterparties on derivative instruments. We attempt to reduce this credit risk by purchasing such derivative instruments from large, well-established financial institutions.
We also hold cash and cash equivalents received from counterparties for derivative instrument collateral, as well as U.S. Government securities pledged as derivative instrument collateral, if our counterparty's net exposures exceed pre-determined thresholds.
We are required to pay counterparties the effective federal funds rate each day for cash collateral posted to F&G for daily mark to market margin changes. We reduce the negative interest cost associated with cash collateral posted from counterparties under various ISDA agreements by reinvesting derivative cash collateral. This program permits collateral cash received to be invested in short term Treasury securities, bank deposits and commercial paper rated A1/P1, which are included in Cash and cash equivalents in the accompanying unaudited Condensed Consolidated Balance Sheets.
See Note E Derivative Financial Instrumentsto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding our derivatives and our exposure to credit loss on derivatives.
Corporate and Other
The Corporate and Other segment consists of the operations of the parent holding company and our real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.
The following table presents the results of operations of our Corporate and Other segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Revenues:
|
(In millions)
|
|
Escrow, title-related and other fees
|
$
|
60
|
|
|
$
|
52
|
|
|
$
|
140
|
|
|
$
|
147
|
|
|
Interest and investment income
|
37
|
|
|
37
|
|
|
113
|
|
|
114
|
|
|
Recognized gains and losses, net
|
3
|
|
|
-
|
|
|
8
|
|
|
4
|
|
|
Total revenues
|
100
|
|
|
89
|
|
|
261
|
|
|
265
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Personnel costs
|
54
|
|
|
42
|
|
|
126
|
|
|
115
|
|
|
Other operating expenses
|
28
|
|
|
23
|
|
|
83
|
|
|
79
|
|
|
Depreciation and amortization
|
8
|
|
|
7
|
|
|
22
|
|
|
22
|
|
|
Interest expense
|
18
|
|
|
20
|
|
|
58
|
|
|
58
|
|
|
Total expenses
|
108
|
|
|
92
|
|
|
289
|
|
|
274
|
|
|
Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
(8)
|
|
|
$
|
(3)
|
|
|
$
|
(28)
|
|
|
$
|
(9)
|
|
The revenue in the Corporate and Other segment represents revenue generated by our non-title real estate technology subsidiaries as well as mark-to-market valuation changes on certain corporate deferred compensation plans.
Total revenues in the Corporate and Other segment increased $11 million, or 12%, in the three months ended September 30, 2025 and decreased $4 million, or 2%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. The increase in the three months ended September 30, 2025 from the corresponding period in 2024 is primarily attributable to an increase in valuations associated with our deferred compensation plan assets of $9 million. The decrease in the nine months ended September 30, 2025 from the corresponding period in 2024 is attributable to a various immaterial items. Interest and investment income includes dividends received from F&G of $29 million and $85 million in the three and nine months ended September 30, 2025, respectively, and $26 million and $80 million in the three and nine months ended September 30, 2024, respectively. The dividends received from F&G are eliminated upon consolidation.
Personnel costs in the Corporate and Other segment increased $12 million, or 29%, in the three months ended September 30, 2025, and increased $11 million, or 10%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. The increase in the three months ended September 30, 2025 from the corresponding period in 2024 is primarily attributable to the aforementioned increase in valuations associated with our deferred compensation plan assets of $9 million, which increased both revenue and personnel costs, and increased stock compensation expense. The increase in the nine months ended September 30, 2025 from the corresponding period in 2024 is primarily attributable to increased stock compensation expense.
Other operating expenses in the Corporate and Other segment increased $5 million, or 22%, in the three months ended September 30, 2025 and increased $4 million, or 5%, in the nine months ended September 30, 2025 from the corresponding periods in 2024. The increase in the three and nine months ended September 30, 2025 from the corresponding periods in 2024 are attributable to various immaterial items.
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 $0.50 per share in the third quarter of 2025, or approximately $135 million to our common shareholders. On November 6, 2025, our Board of Directors declared cash dividends of $0.52 per share, payable on December 31, 2025, to FNF common shareholders of record as of December 17, 2025. There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. The declaration of any future dividends is at the discretion of our Board of Directors.
As of September 30, 2025, we had cash and cash equivalents of $3,494 million, short term investments of $1,663 million, available capacity under our Revolving Credit Facility of $800 million, and available capacity under the Amended F&G Credit agreement of $750 million. On January 13, 2025, F&G completed its public offering of its 7.30% Junior Subordinated Notes due 2065 with an aggregate principal amount of $375 million. F&G is using the net proceeds of this offering for general corporate purposes, including the repurchase, redemption, or repayment at maturity of outstanding indebtedness. On February 1, 2025, F&G redeemed the outstanding $300 million aggregate principal amount of its 5.50% Senior Notes due May 1, 2025. The notes were redeemed for a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. On March 24, 2025, F&G completed a public offering of 8,000,000 shares of F&G common stock, par value $0.001 per share, for net proceeds of $269 million. Pursuant to the underwriting agreement, the underwriters agreed to resell to FNF 4,500,000 shares of F&G common stock at the same price per share paid by the underwriters. F&G is using the net proceeds from the offering for general corporate purposes, including the support of organic growth opportunities.
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, 2024, $1,141 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. Our title insurance subsidiaries can pay or make dividends in the remainder of 2025 of approximately $177 million. Our underwritten title companies and non-insurance subsidiaries are not regulated to the same extent as our insurance subsidiaries.
The maximum dividend permitted by law is not necessarily indicative of an insurer's actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer's ratings or competitive position, the amount of premiums that can be written, and the ability to pay future dividends. Further, depending on business and regulatory conditions, we may in the future need to retain cash in our underwriters or even contribute cash to one or more of them in order to maintain their ratings or their statutory capital position. Such a requirement could be the result of investment losses, reserve charges, adverse operating conditions in the current economic environment, or changes in statutory accounting requirements by regulators.
Cash flow from our operations will be used for general corporate purposes including to reinvest in operations, repay debt, pay dividends, repurchase stock, pursue other strategic initiatives, and/or conserve cash.
Operating Cash Flow. Our cash flows provided by operations for the nine months ended September 30, 2025 and 2024 totaled $4,322 million and $5,320 million, respectively. The decrease in cash provided by operating activities in the 2025 period
of $998 million was primarily attributable to the decrease in net earnings of $118 million, reduced net cash inflows associated with the change in derivative liabilities of $400 million, reduced net cash inflows associated with the change in future policy benefits of $102 million, and reduced net cash inflows associated with the change in funds withheld from reinsurers of $247 million, partially offset by reduced net cash outflows associated with the change in other assets and liabilities of $134 million.
Investing Cash Flows. Our cash flows used in investing activities for the nine months ended September 30, 2025 and 2024 were $6,326 million and $5,016 million, respectively. The increase in cash used in investing activities in the 2025 period of $1,310 million was primarily attributable to increased cash outflows for purchases of investment securities of $3,876 million and increased cash outflows for additional investments in unconsolidated affiliates of $704 million, partially offset by increased cash inflows from proceeds from sales, calls and maturities of investment securities of $2,114 million and increased cash inflows from net proceeds from sales and maturities of short-term investment securities of $556 million.
Capital Expenditures.Total capital expenditures for property and equipment and capitalized software were $113 million and $116 million for the three and nine months ended September 30, 2025 and 2024, respectively.
Financing Cash Flows. Our cash flows provided by financing activities for the nine months ended September 30, 2025 and 2024 were $2,019 million and $1,899 million, respectively. The increase in cash provided by financing activities in the 2025 period of $120 million was primarily attributable to increased cash inflows associated with contractholder deposits of $417 million, increased net cash inflows associated with the change in secured trust deposits of $148 million and increased cash inflows from the F&G common stock offering of $117 million, partially offset by increased cash outflows for purchases of treasury stock of $221 million and reduced cash inflows from debt offerings of $175 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, 2024.
Capital Stock Transactions. On July 31, 2024, our Board of Directors approved a new three-year stock repurchase program effective July 31, 2024 (the "2024 Repurchase Program") under which we are authorized to purchase up to 25 million shares of our FNF common stock through July 31, 2027. We repurchased 3,901,224 shares of FNF common stock under the 2024 Repurchase Program during the nine months ended September 30, 2025 for approximately $221 million, at an average price of $56.69. Subsequent to September 30, 2025 and through market close on November 6, 2025, we repurchased a total of 60,000 shares for approximately $4 million, at an average price of $59.71 under this program.
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 are 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, 2024.
We have unfunded investment commitments as of September 30, 2025 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 Contingenciesto the unaudited Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details on unfunded investment commitments.