Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

F&G

On June 1, 2020, we acquired 100% of the outstanding equity of F&G for approximately $2.7 billion.

The purchase price is as follows (in millions):


Cash paid for outstanding F&G shares	$	1,903
Less: Cash Acquired	827
Net cash paid for F&G	1,076
Value of FNF share consideration	806
Value of outstanding converted equity awards attributed to services already rendered	28

Total net consideration paid	$	1,910

The acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805").The purchase price has been allocated to F&G's assets acquired and liabilities assumed based on our estimates of their fair values as of June 1, 2020. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. Goodwill consists primarily of intangible assets that do not qualify for separate recognition. The goodwill recorded is not expected to be deductible for tax purposes, except for $16 million related to a prior F&G transaction.

The final purchase price allocation is as follows (dollars in millions):


	Fair Value
Fixed maturity securities	$	22,389
Preferred securities	876
Equity securities	52
Derivative instruments	313
Mortgage loans	1,755
Investments in unconsolidated affiliates	1,049
Other long-term investments	430
Short-term investments	37

Trade and notes receivable	1
Reinsurance recoverable	2,998

Goodwill	1,756
Prepaid expenses and other assets	379
Lease assets	8
Other intangible assets	2,107

Deferred tax asset	269
Assets of discontinued operations	2,392
Total assets acquired	36,811

Contractholder funds	26,451
Future policy benefits	3,871
Accounts payable and accrued liabilities	897
Notes payable	589
Funds withheld for reinsurance liabilities	816

Lease liabilities	9


Liabilities of discontinued operations	2,268
Total liabilities assumed	34,901



Net assets acquired	$	1,910

The gross carrying value and weighted average estimated useful lives of Other intangible assets acquired in the F&G acquisition consist of the following (dollars in millions):


	Gross Carrying Value		Weighted Average Estimated Useful Life (in years)

Other intangible assets:

Value of business acquired	$	1,908	Various
Value of distribution network acquired	140		15
Trademarks and licenses	38		10
Software	21		2
Total Other intangible assets	2,107

During the nine months ended September 30, 2021, we adjusted the provisional amounts as of June 1, 2020 that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of the acquisition date. Such adjustments resulted in an increase in Other intangible assets of approximately $61 million, a decrease in Reinsurance recoverable of approximately $289 million, a decrease in Future policy benefits of $227 million, an increase in Goodwill of $5 million, and various other, individually immaterial items. There was no material impact on earnings as a result of the measurement period adjustments recorded.