[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Fidelity National Financial, Inc. and its subsidiaries, including balance sheets, earnings, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) The Condensed Consolidated Balance Sheets provide a snapshot of the company's financial position as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Assets | $102,331 | $95,263 | +$7,068 | | Total Liabilities | $93,512 | $86,731 | +$6,781 | | Total Equity | $8,819 | $8,532 | +$287 | | Investments | $68,022 | $63,615 | +$4,407 | | Reinsurance Recoverable | $15,781 | $13,380 | +$2,401 | | Contractholder Funds | $59,813 | $56,404 | +$3,409 | | Funds Withheld for Reinsurance Liabilities | $12,469 | $10,758 | +$1,711 | [Condensed Consolidated Statements of Earnings](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings%20(unaudited)) The Condensed Consolidated Statements of Earnings show a decrease in net earnings for both the three and six months ended June 30, 2025, compared to the prior year | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $3,635 | $3,158 | +$477 | | Total Expenses | $3,253 | $2,700 | +$553 | | Net Earnings | $293 | $343 | -$50 | | Net Earnings per Share (Diluted) | $1.02 | $1.12 | -$0.10 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $6,364 | $6,457 | -$93 | | Total Expenses | $5,871 | $5,668 | +$203 | | Net Earnings | $376 | $612 | -$236 | | Net Earnings per Share (Diluted) | $1.32 | $2.04 | -$0.72 | [Condensed Consolidated Statements of Comprehensive Earnings](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Earnings%20(unaudited)) The Condensed Consolidated Statements of Comprehensive Earnings show an increase in comprehensive earnings attributable to common shareholders for both the three and six months ended June 30, 2025, primarily due to unrealized gains on investments and other financial instruments, offsetting the decrease in net earnings | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Net Earnings | $293 | $343 | -$50 | | Other Comprehensive Earnings (Loss) | $17 | -$58 | +$75 | | Comprehensive Earnings Attributable to FNF Common Shareholders | $295 | $248 | +$47 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Net Earnings | $376 | $612 | -$236 | | Other Comprehensive Earnings (Loss) | $203 | $32 | +$171 | | Comprehensive Earnings Attributable to FNF Common Shareholders | $564 | $586 | -$22 | [Condensed Consolidated Statements of Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20(unaudited)) The Condensed Consolidated Statements of Equity detail changes in shareholders' equity for the three and six months ended June 30, 2025, and June 30, 2024, reflecting movements in retained earnings, paid-in capital, and treasury stock | Metric | June 30, 2025 (Millions) | June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total FNF Shareholders' Equity | $7,906 | $7,981 | -$75 | | Additional Paid-in Capital | $6,022 | $5,942 | +$80 | | Retained Earnings | $6,071 | $5,536 | +$535 | | Accumulated Other Comprehensive Loss | $(1,849) | $(2,087) | +$238 | | Treasury Stock (Cost) | $(2,338) | $(2,131) | -$207 | - Dividends declared for common shares were **$0.50 per share** for the three months ended June 30, 2025, compared to **$0.48 per share** for the same period in 2024. For the six months ended June 30, 2025, dividends were **$1.00 per share**, up from **$0.96 per share** in 2024[18](index=18&type=chunk)[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) The Condensed Consolidated Statements of Cash Flows show a net decrease in cash and cash equivalents for the six months ended June 30, 2025, contrasting with a net increase in the prior year | Cash Flow Activity | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Net Cash Provided by Operating Activities | $3,011 | $2,954 | +$57 | | Net Cash Used in Investing Activities | $(4,268) | $(3,021) | -$1,247 | | Net Cash Provided by Financing Activities | $1,050 | $2,190 | -$1,140 | | Net (Decrease) Increase in Cash and Cash Equivalents | $(207) | $2,123 | -$2,330 | | Cash and Cash Equivalents at End of Period | $3,272 | $4,890 | -$1,618 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential context and detailed breakdowns for the unaudited condensed consolidated financial statements, covering accounting policies, recent developments, segment information, and financial instrument disclosures [Note A — Basis of Financial Statements](index=11&type=section&id=Note%20A%20%E2%80%94%20Basis%20of%20Financial%20Statements) Note A outlines the basis of preparation for the financial statements, confirming adherence to GAAP and Form 10-Q instructions, and describes business segments, recent corporate developments, and accounting policy updates - FNF is a leading provider of title insurance, escrow, and other title-related services, mortgage transaction services through ServiceLink, and annuity and life insurance products via its majority-owned subsidiary F&G Annuities & Life[24](index=24&type=chunk) - Recent developments include F&G's public offering of **8,000,000 shares** of common stock on March 24, 2025, redemption of **$300 million 5.50% Senior Notes** on February 1, 2025, and issuance of **$375 million 7.30% Junior Subordinated Notes** due 2065 on January 13, 2025[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | |:---|:---|:---|:---|:---| | Income Tax Expense | $98 | $116 | $127 | $179 | | Income Tax Expense as % of Earnings Before Taxes | 26% | 25% | 26% | 23% | - The company updated its significant accounting policies for Derivative Financial Instruments and Funds Withheld Arrangements, primarily due to executing certain derivative transactions and changes in how embedded derivatives in funds withheld arrangements are reported[35](index=35&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) [Note B — Summary of Reserve for Title Claim Losses](index=14&type=section&id=Note%20B%20%E2%80%94%20Summary%20of%20Reserve%20for%20Title%20Claim%20Losses) Note B summarizes the reserve for title claim losses, detailing changes in the reserve balance, provision for current year claims, and ongoing legal proceedings related to past claims | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | |:---|:---|:---|\n| Beginning Balance | $1,713 | $1,770 | | Total Title Claim Loss Provision | $120 | $107 | | Total Title Claims Paid, Net of Recoupments | $(131) | $(140) | | Ending Balance | $1,695 | $1,721 | | Provision for Title Insurance Claim Losses as % of Title Insurance Premiums | 4.5% | 4.5% | - The Ninth Circuit affirmed the district court's Settlement and Bar Orders on February 20, 2025, barring further claims against Chicago Title Company related to the Gina Champion-Cain alcoholic beverage license scheme. Appellants' petition for rehearing was denied, and petitions for writ of certiorari to the U.S. Supreme Court are pending[51](index=51&type=chunk)[52](index=52&type=chunk) - Management believes the recorded reserves for title claim losses are adequate to cover losses related to the Champion-Cain matter and other claims, despite the inherent uncertainty in estimating future payments[54](index=54&type=chunk)[56](index=56&type=chunk) [Note C — Fair Value of Financial Instruments](index=15&type=section&id=Note%20C%20%E2%80%94%20Fair%20Value%20of%20Financial%20Instruments) Note C details the company's fair value measurements for financial instruments, categorizing them into a three-level hierarchy and NAV based on input observability, and provides valuation methodologies and changes in Level 3 instruments - The company categorizes financial instruments into a **three-level fair value hierarchy** (Level 1, 2, 3) and Net Asset Value (NAV) based on the observability of inputs used in valuation techniques[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) | Category | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Total Financial Assets at Fair Value | $59,311 | $57,195 | | Total Financial Liabilities at Fair Value | $6,494 | $5,745 | - Valuation methodologies for various instruments, including fixed maturity securities, derivatives, and investments in unconsolidated affiliates, rely on market approaches, discounted cash flow models, and NAV as a practical expedient, incorporating both observable and unobservable inputs[67](index=67&type=chunk)[70](index=70&type=chunk)[73](index=73&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) | Level 3 Assets (Fair Value) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Fixed Maturity Securities | $12,991 | $11,734 | | Equity Securities | $15 | $10 | | Investment in Unconsolidated Affiliates | $272 | $272 | | Market Risk Benefits Asset | $213 | $189 | | Total Level 3 Assets | $13,272 | $11,734 | | Level 3 Liabilities (Fair Value) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Indexed Annuities/IUL Embedded Derivatives | $5,727 | $5,220 | | Market Risk Benefits Liability | $711 | $549 | | Total Level 3 Liabilities | $6,510 | $5,843 | [Note D — Investments](index=28&type=section&id=Note%20D%20%E2%80%94%20Investments) Note D provides a comprehensive overview of the company's investment portfolio, including fixed maturity securities, equity securities, and mortgage loans, detailing fair value, credit loss allowances, and interest and investment income | Investment Category | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Total Available-for-Sale Securities (Fair Value) | $52,047 | $48,218 | | Total Investments (Fair Value) | $68,022 | $63,615 | | Allowance for Expected Credit Losses (AFS Securities) | $103 | $67 | - The allowance for expected credit losses on AFS securities increased from **$67 million** to **$103 million**, reflecting the company's assessment of credit-related declines in fair value[117](index=117&type=chunk) | Mortgage Loan Type | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Commercial Mortgage Loans (Net) | $3,068 | $2,705 | | Residential Mortgage Loans (Net) | $3,872 | $3,221 | | Total Mortgage Loans (Net) | $6,940 | $5,926 | - As of June 30, 2025, the company had **$76 million** in mortgage loans (commercial and residential) that were over 90 days past due or in non-accrual status, down from **$94 million** at December 31, 2024[129](index=129&type=chunk)[130](index=130&type=chunk) | Income Source | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | |:---|:---|:---|:---|:---| | Gross Investment Income | $843 | $855 | $1,668 | $1,636 | | Investment Expense | $(66) | $(72) | $(131) | $(143) | | Interest and Investment Income | $777 | $783 | $1,537 | $1,493 | | Recognized Gains/Losses Component | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | |:---|:---|:---|:---|:---| | Net Realized/Unrealized Gains (Losses) on Derivatives and Embedded Derivatives | $83 | $(27) | $(141) | $141 | | Change in Allowance for Expected Credit Losses | $(21) | $(31) | $(44) | $(31) | | Total Recognized Gains and Losses, Net | $98 | $(88) | $(189) | $187 | | Unconsolidated VIEs | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Carrying Value | $30,761 | $26,807 | | Maximum Loss Exposure | $32,913 | $28,945 | [Note E — Derivative Financial Instruments](index=39&type=section&id=Note%20E%20%E2%80%94%20Derivative%20Financial%20Instruments) Note E details the company's use of derivative financial instruments for hedging market risks, including interest rate swaps, foreign currency swaps, equity options, and futures contracts, along with credit risk management and collateral agreements | Derivative Type | June 30, 2025 Notional (Millions) | June 30, 2025 Assets (Millions) | June 30, 2025 Liabilities (Millions) | |:---|:---|:---|:---| | Total Derivatives Designated as Hedging Instruments | $371 | $12 | $3 | | Total Derivatives Not Designated as Hedging Instruments | $38,493 | $961 | $5,714 | | Total Derivatives | $38,864 | $973 | $5,717 | - The company uses interest rate swaps and foreign currency swaps for fair value hedges and equity options/futures for economic hedges of product-related equity market risk, particularly for indexed annuities and IUL contracts[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk) | Metric | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Fair Value Collateral | $924 | $782 | | Collateral Held | $856 | $771 | | Net Credit Risk | $68 | $34 | - Credit risk on derivatives is managed by transacting with creditworthy counterparties, obtaining collateral, and establishing exposure limits. Collateral agreements require posting collateral when net exposures exceed pre-determined thresholds, with most thresholds set to zero[162](index=162&type=chunk)[163](index=163&type=chunk) [Note F — Commitments and Contingencies](index=44&type=section&id=Note%20F%20%E2%80%94%20Commitments%20and%20Contingencies) Note F outlines the company's legal and regulatory contingencies, including ongoing class action lawsuits and stockholder derivative lawsuits, and details unfunded investment commitments in the F&G segment - The company is a defendant in class action lawsuits related to the MOVEit file transfer software vulnerability and the LoanCare Data Security Breach. A class-wide settlement for the LoanCare case received preliminary approval on **March 24, 2025**[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) - A stockholder derivative lawsuit alleging breach of fiduciary duties related to F&G's preferred stock investment and director compensation was dismissed with prejudice on **May 9, 2025**[171](index=171&type=chunk)[172](index=172&type=chunk)[174](index=174&type=chunk) | Commitment Type | June 30, 2025 (Millions) | |:---|:---| | Unconsolidated VIEs: Limited partnerships | $1,226 | | Direct Lending | $949 | | Fixed Maturity Securities, ABS | $355 | | Other Fixed Maturity Securities, AFS | $155 | | Commercial Mortgage Loans | $68 | | Residential Mortgage Loans | $273 | | Other Assets | $183 | | Total Unfunded Commitments | $3,483 | [Note G — Dividends](index=46&type=section&id=Note%20G%20%E2%80%94%20Dividends) Note G reports the declaration of a cash dividend of **$0.50 per share**, payable on September 30, 2025, to FNF common shareholders of record as of September 16, 2025 - On August 6, 2025, the Board of Directors declared a cash dividend of **$0.50 per share**, payable on September 30, 2025, to FNF common shareholders of record as of September 16, 2025[177](index=177&type=chunk) [Note H — Segment Information](index=47&type=section&id=Note%20H%20%E2%80%94%20Segment%20Information) Note H provides summarized financial information for the company's reportable segments: Title, F&G, and Corporate and Other, detailing revenues, significant expenses, net earnings, and asset allocation | Segment | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | |:---|:---|:---| | **Total Segment Revenues:** | | | | Title | $2,213 | $1,931 | | F&G | $1,364 | $1,172 | | Corporate and Other | $86 | $82 | | **Net Earnings (Loss) from Continuing Operations:** | | | | Title | $283 | $164 | | F&G | $42 | $204 | | Corporate and Other | $(4) | $2 | | Segment | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | |:---|:---|:---| | **Total Segment Revenues:** | | | | Title | $3,987 | $3,594 | | F&G | $2,272 | $2,741 | | Corporate and Other | $161 | $176 | | **Net Earnings (Loss) from Continuing Operations:** | | | | Title | $413 | $338 | | F&G | $21 | $320 | | Corporate and Other | $(2) | $8 | - The Title segment's net earnings increased significantly in both periods, while the F&G segment experienced a substantial decrease in net earnings, particularly for the six-month period[179](index=179&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) | Segment | June 30, 2025 Assets (Millions) | June 30, 2024 Assets (Millions) | |:---|:---|:---| | Title | $8,022 | $8,019 | | F&G | $91,819 | $78,493 | | Corporate and Other | $2,490 | $2,312 | | Total Assets | $102,331 | $88,824 | [Note I — Supplemental Cash Flow Information](index=51&type=section&id=Note%20I%20%E2%80%94%20Supplemental%20Cash%20Flow%20Information) Note I provides supplemental cash flow details, including cash payments for interest, income taxes, and deferred sales inducements, as well as non-cash investing and financing activities | Cash Paid For (6 Months Ended June 30) | 2025 (Millions) | 2024 (Millions) | |:---|:---|:---| | Interest | $113 | $96 | | Income Taxes | $155 | $66 | | Deferred Sales Inducements | $158 | $120 | | Non-Cash Activities (6 Months Ended June 30) | 2025 (Millions) | 2024 (Millions) | |:---|:---|:---| | Investments Transferred Subject to Reinsurance Agreement | $(500) | — | | Liabilities Assumed in Acquisitions | $2 | $190 | [Note J — Revenue Recognition](index=51&type=section&id=Note%20J%20%E2%80%94%20Revenue%20Recognition) Note J disaggregates the company's revenue by stream and segment, explaining recognition policies for various services, and provides details on contract balances, including trade receivables and unearned revenue liabilities | Revenue Stream (6 Months Ended June 30) | 2025 (Millions) | 2024 (Millions) | |:---|:---|:---| | Total Revenue from Insurance Contracts | $3,875 | $3,699 | | Total Revenue from Contracts with Customers | $1,002 | $925 | | Total Other Revenue | $1,370 | $1,706 | | Total Revenues | $6,364 | $6,457 | - Direct title insurance premiums and agency title insurance premiums are recognized at the time of closing the underlying transaction. Life insurance premiums are recognized when due from the policyholder[187](index=187&type=chunk)[191](index=191&type=chunk) | Contract Balance | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Trade Receivables | $378 | $362 | | Deferred Revenue (Contract Liabilities) | $94 | $92 | | Unearned Revenue Liabilities (URL) | $474 | $401 | - For the six months ended June 30, 2025, **$62 million** of revenue included in deferred revenue at the beginning of the period was recognized. URL for universal life products increased from **$401 million** to **$474 million**[198](index=198&type=chunk)[199](index=199&type=chunk) [Note K — Value of Business Acquired ("VOBA"), Deferred Acquisition Costs ("DAC") and Deferred Sales Inducements ("DSI")](index=53&type=section&id=Note%20K%20%E2%80%94%20Value%20of%20Business%20Acquired%20(%22VOBA%22)%2C%20Deferred%20Acquisition%20Costs%20(%22DAC%22)%20and%20Deferred%20Sales%20Inducements%20(%22DSI%22)) Note K details the components of 'Other intangible assets, net,' including VOBA, DAC, and DSI, providing roll-forward tables, amortization expenses, and assumption updates | Intangible Asset | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Value of Business Acquired (VOBA) | $1,272 | $1,349 | | Deferred Acquisition Costs (DAC) | $3,359 | $3,036 | | Deferred Sales Inducements (DSI) | $753 | $625 | | Total Other Intangible Assets, Net | $6,326 | $5,976 | | Amortization Expense (6 Months Ended June 30) | 2025 (Millions) | 2024 (Millions) | |:---|:---|:---| | VOBA Amortization | $77 | $95 | | DAC Amortization | $167 | $125 | | DSI Amortization | $30 | $16 | - F&G annually reviews cash flow assumptions for VOBA, DAC, and DSI. In **2025**, the option budget assumption was updated. In **2024**, several assumptions including surrender rates, GMWB election timing, premium persistency, mortality improvement, and option budgets were updated[207](index=207&type=chunk)[208](index=208&type=chunk) [Note L — F&G Reinsurance](index=55&type=section&id=Note%20L%20%E2%80%94%20F%26G%20Reinsurance) Note L details F&G's reinsurance activities, including effects on net premiums and benefits, changes to third-party reinsurance agreements, and composition of reinsurance recoverable, addressing credit losses and concentration risk | Reinsurance Effect (6 Months Ended June 30) | 2025 (Millions) | 2024 (Millions) | |:---|:---|:---| | Direct Net Premiums Earned | $805 | $977 | | Ceded Net Premiums Earned | $(43) | $(48) | | Net Premiums Earned | $762 | $929 | | Direct Net Benefits Incurred | $1,634 | $1,872 | | Ceded Net Benefits Incurred | $(117) | $(103) | | Net Benefits Incurred | $1,517 | $1,769 | - F&G amended its flow reinsurance agreement with Everlake effective **January 1, 2025**, to cede future MYGA business and an inforce block of MYGA policies. A strategic partnership with a new reinsurance vehicle backed by Blackstone managed funds was launched on **August 6, 2025**, for a forward flow reinsurance agreement on certain fixed indexed annuity products[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) | Principal Reinsurer | June 30, 2025 Recoverable (Millions) | December 31, 2024 Recoverable (Millions) | |:---|:---|:---| | Aspida Life Re Ltd. | $8,379 | $7,844 | | Somerset Reinsurance Ltd. | $4,028 | $2,822 | | Everlake | $1,844 | $1,168 | | Wilton Reassurance Company | $1,049 | $1,066 | | Total Reinsurance Recoverable, Gross | $15,795 | $13,389 | | Allowance for Expected Credit Losses | $(18) | $(20) | | Net Reinsurance Recoverable | $15,777 | $13,369 | - F&G has significant concentration of reinsurance risk with Aspida Re, Somerset, Everlake, and Wilton Re, mitigated by monitoring financial condition and collateral arrangements. No material change in expected credit loss reserve for reinsurance recoverables[219](index=219&type=chunk)[220](index=220&type=chunk) [Note M — F&G Insurance Subsidiary Financial Information and Regulatory Matters](index=57&type=section&id=Note%20M%20%E2%80%94%20F%26G%20Insurance%20Subsidiary%20Financial%20Information%20and%20Regulatory%20Matters) Note M provides statutory financial information for F&G's U.S. and non-U.S. insurance subsidiaries, highlighting differences between SAP and GAAP, and detailing statutory net income, capital and surplus, and accounting practices | U.S. Subsidiary (6 Months Ended June 30) | 2025 Statutory Net Income (Loss) (Millions) | 2024 Statutory Net Income (Loss) (Millions) | |:---|:---|:---| | FGL Insurance (IA) | $(203) | $77 | | FGL NY Insurance (NY) | $6 | $6 | | Raven Re (VT) | $20 | $28 | | Corbeau Re (VT) | $(98) | $(399) | | U.S. Subsidiary (Statutory Capital and Surplus) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | FGL Insurance (IA) | $1,313 | $1,654 | | FGL NY Insurance (NY) | $100 | $97 | | Raven Re (VT) | $163 | $168 | | Corbeau Re (VT) | $204 | $178 | - FGL Insurance applies Iowa-prescribed accounting practices for indexed annuities and IUL products, accounting for equity option derivatives at amortized cost and indexed annuity reserves based on Standard Valuation Law. Permitted practices for FGL Insurance, Raven Re, and Corbeau Re resulted in increases to statutory capital and surplus of **$252 million** and **$454 million** at June 30, 2025 and December 31, 2024, respectively[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) | Non-U.S. Subsidiary (6 Months Ended June 30) | 2025 Net Income (Loss) (Millions) | 2024 Net Income (Loss) (Millions) | |:---|:---|:---| | F&G Cayman Re (Cayman Islands) | $19 | $(16) | | F&G Life Re (Bermuda) | $49 | $79 | - F&G Cayman Re has permitted practices approved by CIMA to include LOCs as an admitted asset and use best estimate reserve calculations for PRT reinsurance transactions. Without these, statutory surplus would be negative[228](index=228&type=chunk) [Note N — Notes Payable](index=60&type=section&id=Note%20N%20%E2%80%94%20Notes%20Payable) Note N details the company's notes payable, including various senior and junior notes issued by FNF and F&G, their interest rates, maturity dates, and redemption terms, covering revolving credit facilities and recent debt activities | Note Type | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | 4.50% Notes, net of discount | $447 | $447 | | 3.40% Notes, net of discount | $646 | $646 | | 2.45% Notes, net of discount | $596 | $595 | | 3.20% Notes, net of discount | $444 | $444 | | 6.50% F&G Notes, net of discount | $545 | $545 | | 7.40% F&G Notes, net of discount | $497 | $497 | | 5.50% F&G Notes, net of discount | — | $301 | | 7.95% F&G Notes, net of discount | $336 | $336 | | 6.25% F&G Notes, net of discount | $493 | $492 | | 7.30% F&G Notes, net of discount | $364 | — | | Total Notes Payable | $4,397 | $4,321 | - On **January 13, 2025**, F&G completed a public offering of **$375 million** aggregate principal amount of its **7.30% Junior Subordinated Notes** due 2065. On **February 1, 2025**, F&G redeemed the outstanding **$300 million** aggregate principal amount of its **5.50% Senior Notes** due May 1, 2025[233](index=233&type=chunk)[246](index=246&type=chunk) - The company has an Amended Revolving Credit Facility of **$800 million** with **$800 million** available borrowing capacity as of June 30, 2025, and F&G has a **$750 million** F&G Credit Facility with **$750 million** remaining borrowing availability[240](index=240&type=chunk)[242](index=242&type=chunk) | Gross Principal Maturities of Notes Payable | Amount (Millions) | |:---|:---| | 2025 (remaining) | $— | | 2026 | $32 | | 2027 | $— | | 2028 | $950 | | 2029 | $550 | | Thereafter | $2,920 | | Total | $4,452 | [Note O — Market Risk Benefits](index=63&type=section&id=Note%20O%20%E2%80%94%20Market%20Risk%20Benefits) Note O presents the balances and changes in Market Risk Benefits (MRBs) associated with indexed and fixed rate annuities, reconciling MRBs in asset and liability positions and discussing primary drivers of changes | Metric (Indexed Annuities) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Balance, Beginning of Period, Net Liability | $420 | $314 | | Balance, End of Period, Net Liability | $608 | $420 | | Net Amount at Risk | $1,608 | $1,327 | | MRB Position | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Total MRB Asset | $213 | $189 | | Total MRB Liability | $711 | $549 | - The net MRB liability increased for the six months ended June 30, 2025, due to attributed fees, interest accrual, and MRB reserves for new contracts. Changes in risk-free rates had a favorable impact, while decreases in equity market projections led to an unfavorable change in MRBs[250](index=250&type=chunk)[251](index=251&type=chunk) - Annual reviews of cash flow assumptions for MRBs, typically in the third quarter, led to updates in **2024** for surrender rates, rider benefit election utilization, mortality improvement, and option budgets, increasing the net MRB liability[254](index=254&type=chunk) [Note P — Contractholder Funds](index=64&type=section&id=Note%20P%20%E2%80%94%20Contractholder%20Funds) Note P summarizes the balances and changes in contractholder funds' account balances for various products, including indexed annuities, fixed rate annuities, universal life, FABN, and FHLB, detailing issuances, withdrawals, and interest credited | Product (June 30, 2025) | Balance, End of Period (Millions) | Net Liability, After Reinsurance (Millions) | |:---|:---|:---| | Indexed Annuities | $31,622 | $30,168 | | Fixed Rate Annuities | $19,270 | $6,660 | | Universal Life | $3,044 | $2,254 | | FABN | $2,822 | $2,835 | | FHLB | $2,449 | $2,449 | | Total Gross Liability | $59,813 | $59,813 | | Product (December 31, 2024) | Balance, End of Period (Millions) | Net Liability, After Reinsurance (Millions) | |:---|:---|:---| | Indexed Annuities | $30,235 | $29,593 | | Fixed Rate Annuities | $17,442 | $6,433 | | Universal Life | $2,817 | $2,019 | | FABN | $2,463 | $2,463 | | FHLB | $2,852 | $2,852 | | Total Gross Liability | $56,404 | $56,404 | - For the six months ended June 30, 2025, updates to the option budget assumption decreased Contractholder funds by approximately **$26 million**. For the year ended December 31, 2024, updates to surrender assumptions and indexed annuities assumptions decreased Contractholder funds by approximately **$89 million**[262](index=262&type=chunk)[263](index=263&type=chunk) | Product (June 30, 2025) | Weighted-Average Crediting Rate | |:---|:---| | Indexed Annuities | 2.30% | | Fixed Rate Annuities | 4.57% | | Universal Life | 5.94% | [Note Q — Future Policy Benefits](index=67&type=section&id=Note%20Q%20%E2%80%94%20Future%20Policy%20Benefits) Note Q details the balances and changes in Future Policy Benefits (FPB) for traditional life, immediate annuities, and Pension Risk Transfer (PRT) contracts, providing information on expected net premiums, DPL, and key assumption inputs | Product (Net Liability) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Traditional Life | $1,303 | $1,302 | | Immediate Annuities | $1,289 | $1,297 | | PRT | $6,772 | $6,054 | | Immediate Annuities DPL | $92 | $90 | | PRT DPL | $7 | $6 | | Total FPB | $9,463 | $8,749 | - For traditional life, immediate annuities, and PRT, market data updates in **2025** resulted in decreased discount rates, driving an increase to the FPB. In **2024**, increased discount rates led to a decrease in FPB[272](index=272&type=chunk)[273](index=273&type=chunk)[275](index=275&type=chunk) | Product (6 Months Ended June 30) | 2025 Gross Premiums (Millions) | 2024 Gross Premiums (Millions) | |:---|:---|:---| | Traditional Life | $50 | $57 | | Immediate Annuities | $12 | $12 | | PRT | $743 | $908 | | Total | $805 | $977 | - F&G conducts annual premium deficiency testing for long-duration contracts and VOBA. In **2024**, the traditional life block of business failed premium deficiency testing for VOBA recoverability, leading to an increased amortization liability[276](index=276&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, covering business overview, key trends, critical accounting policies, detailed financial analysis, and liquidity and capital resources [Overview](index=72&type=section&id=Overview) The overview section briefly describes the company's business and recent developments, including the redomestication from Delaware to Nevada on June 11, 2025, which did not alter its core operations - On **June 11, 2025**, the company redomesticated from Delaware to Nevada. This change did not impact the business, physical location, management, assets, liabilities, or net worth of the company[280](index=280&type=chunk) [Business Trends and Conditions](index=72&type=section&id=Business%20Trends%20and%20Conditions) This section discusses key external factors and market conditions influencing the Title and F&G segments, including real estate activity, interest rates, market volatility, and demographic trends [Title Segment](index=72&type=section&id=Title%20Segment) The Title segment's revenue is closely tied to real estate activity, with the MBA forecasting increased U.S. mortgage originations for 2025-2027, and median existing-home prices reaching a record **$435,300** | U.S. Residential Mortgage Originations Forecast (Trillions) | 2027 | 2026 | 2025 | 2024 | |:---|:---|:---|:---|:---| | Purchase Originations | $1.5 | $1.4 | $1.3 | $1.3 | | Refinance Originations | $0.8 | $0.8 | $0.7 | $0.5 | | Total U.S. Mortgage Originations | $2.3 | $2.2 | $2.0 | $1.8 | - Average interest rates for a 30-year fixed rate mortgage were **6.8%** for the three and six months ended June 30, 2025, compared to **7.0%** and **6.9%** for the corresponding periods in 2024[284](index=284&type=chunk) - Median existing-home sales prices increased to a record **$435,300**, approximately **2%** higher than the corresponding period in 2024, while existing-home sales remained unchanged[285](index=285&type=chunk) - Commercial volumes and commercial fee-per-file increased in the three and six months ended June 30, 2025, compared to the corresponding periods in 2024[287](index=287&type=chunk) [F&G Segment](index=73&type=section&id=F%26G%20Segment) The F&G segment is influenced by market conditions, interest rates, and the aging U.S. population, with significant growth observed in the fixed index annuity and IUL markets - As of June 30, 2025, F&G's reserves, net of reinsurance, were **$6.7 billion**, with a weighted average crediting rate on fixed rate annuities of **4.57%**[293](index=293&type=chunk) - The fixed index annuity market grew to **$130 billion** in sales in 2024, and the registered index-linked annuities (RILA) market reached **$62 billion** in sales in 2024. The IUL market expanded to **$2 billion** in annual sales in 2024[296](index=296&type=chunk) [Critical Accounting Policies and Estimates](index=74&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There were no changes to the company's critical accounting policies during the six months ended June 30, 2025, with management continuing to make estimates and assumptions affecting reported financial amounts - There were no changes to the company's critical accounting policies during the six months ended June 30, 2025[298](index=298&type=chunk) [Results of Operations](index=75&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, covering consolidated results and segment-specific performance for Title, F&G, and Corporate and Other, highlighting changes in revenues, expenses, and net earnings [Consolidated Results of Operations](index=75&type=section&id=Consolidated%20Results%20of%20Operations) Consolidated net earnings decreased for both the three and six months ended June 30, 2025, compared to the prior year, driven by increased total expenses, particularly benefits and policy reserve changes | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $3,635 | $3,158 | +$477 | | Total Expenses | $3,253 | $2,700 | +$553 | | Net Earnings | $293 | $343 | -$50 | | Income Tax Expense | $98 | $116 | -$18 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $6,364 | $6,457 | -$93 | | Total Expenses | $5,871 | $5,668 | +$203 | | Net Earnings | $376 | $612 | -$236 | | Income Tax Expense | $127 | $179 | -$52 | - The increase in income tax expense as a percentage of earnings before taxes for the six months ended June 30, 2025 (**26%**) compared to 2024 (**23%**) is primarily due to an increase in the valuation allowance[307](index=307&type=chunk) [Title Segment Results](index=76&type=section&id=Title%20Segment%20Results) The Title segment experienced revenue growth in both the three and six months ended June 30, 2025, driven by increases in direct and agency title premiums, higher average fee per file, and increased closed order volumes | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $2,213 | $1,931 | +$282 | | Total Expenses | $1,846 | $1,696 | +$150 | | Earnings Before Income Taxes | $367 | $235 | +$132 | | Total Title Premiums | $1,471 | $1,348 | +$123 | | Closed Orders (Thousands) | 246 | 229 | +17 | | Average Fee per File | $3,894 | $3,759 | +$135 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $3,987 | $3,594 | +$393 | | Total Expenses | $3,449 | $3,141 | +$308 | | Earnings Before Income Taxes | $538 | $453 | +$85 | | Total Title Premiums | $2,662 | $2,381 | +$281 | | Closed Orders (Thousands) | 447 | 415 | +32 | | Average Fee per File | $3,834 | $3,668 | +$166 | - Personnel costs increased by **10%** for the three months and **9%** for the six months ended June 30, 2025, primarily due to elevated health claims, inflationary salary increases, and increased variable costs from higher revenues[322](index=322&type=chunk) - The provision for title claim losses remained consistent at an average rate of **4.5%** of title premiums for all periods[324](index=324&type=chunk) [F&G Segment Results](index=79&type=section&id=F%26G%20Segment%20Results) The F&G segment experienced a decrease in earnings before income taxes for both the three and six months ended June 30, 2025, primarily due to higher benefits and other changes in policy reserves and market risk benefit losses | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $1,364 | $1,172 | +$192 | | Total Benefits and Expenses | $1,307 | $918 | +$389 | | Earnings Before Income Taxes | $57 | $254 | -$197 | | Life Insurance Premiums and Other Fees | $608 | $487 | +$121 | | Interest and Investment Income | $682 | $684 | -$2 | | Recognized Gains and (Losses), Net | $51 | $(17) | +$68 | | Benefits and Other Changes in Policy Reserves | $993 | $608 | +$385 | | Market Risk Benefit (Gains) Losses | $(4) | $20 | -$24 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $2,272 | $2,741 | -$469 | | Total Benefits and Expenses | $2,241 | $2,345 | -$104 | | Earnings Before Income Taxes | $31 | $396 | -$365 | | Life Insurance Premiums and Other Fees | $1,097 | $1,205 | -$108 | | Interest and Investment Income | $1,348 | $1,300 | +$48 | | Recognized Gains and (Losses), Net | $(212) | $195 | -$407 | | Benefits and Other Changes in Policy Reserves | $1,517 | $1,769 | -$252 | | Market Risk Benefit (Gains) Losses | $105 | $9 | +$96 | - The decrease in earnings for the six-month period was significantly impacted by a **$407 million** negative swing in Recognized gains and (losses), net, and a **$96 million** increase in Market risk benefit losses[332](index=332&type=chunk) | Investment Portfolio (Fair Value) | June 30, 2025 (Millions) | December 31, 2024 (Millions) | |:---|:---|:---| | Total Fixed Maturity Available for Sale Securities | $50,193 | $46,317 | | Limited Partnerships | $4,027 | $3,288 | | Commercial Mortgage Loans | $2,827 | $2,404 | | Residential Mortgage Loans | $3,632 | $2,916 | | Total Investments | $64,108 | $59,503 | | Credit Quality (Fair Value) | June 30, 2025 (Millions) | June 30, 2025 Percent | December 31, 2024 (Millions) | December 31, 2024 Percent | |:---|:---|:---|:---|:---| | AAA/AA/A (NAIC 1) | $32,035 | 64% | $29,174 | 63% | | BBB (NAIC 2) | $15,998 | 32% | $15,082 | 33% | | Total | $50,193 | 100% | $46,317 | 100% | - The gross unrealized loss position on the fixed maturity available-for-sale and equity portfolio was **$3,465 million** as of June 30, 2025, primarily due to higher treasury rates[377](index=377&type=chunk) [Corporate and Other Segment Results](index=93&type=section&id=Corporate%20and%20Other%20Segment%20Results) The Corporate and Other segment reported a loss from continuing operations for both the three and six months ended June 30, 2025, primarily influenced by valuations of deferred compensation plan assets and intercompany dividends | Metric | 3 Months Ended June 30, 2025 (Millions) | 3 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $86 | $82 | +$4 | | Total Expenses | $100 | $86 | +$14 | | Loss from Continuing Operations Before Income Taxes | $(14) | $(4) | -$10 | | Metric | 6 Months Ended June 30, 2025 (Millions) | 6 Months Ended June 30, 2024 (Millions) | Change (Millions) | |:---|:---|:---|:---| | Total Revenues | $161 | $176 | -$15 | | Total Expenses | $181 | $182 | -$1 | | Loss from Continuing Operations Before Income Taxes | $(20) | $(6) | -$14 | - The increase in three-month revenues was primarily due to a **$7 million** increase in valuations associated with deferred compensation plan assets. The six-month revenue decrease was due to an **$11 million** decrease in these valuations[391](index=391&type=chunk) - Personnel costs increased by **$11 million** for the three months ended June 30, 2025, largely due to the increased valuations of deferred compensation plan assets, which affect both revenue and personnel costs[392](index=392&type=chunk) [Liquidity and Capital Resources](index=93&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash requirements, sources of liquidity, and cash flow activities from operations, investing, and financing, highlighting dividend payments, debt management, and stock repurchases - As of June 30, 2025, the company had **$3,272 million** in cash and cash equivalents, **$1,451 million** in short-term investments, and **$800 million** available under its Revolving Credit Facility, plus **$750 million** under the Amended F&G Credit agreement[395](index=395&type=chunk) - The company paid cash dividends of **$0.50 per share**, totaling approximately **$135 million**, in the second quarter of 2025. The Board declared another **$0.50 per share** dividend payable on September 30, 2025[177](index=177&type=chunk)[394](index=394&type=chunk) - Cash provided by operating activities increased by **$57 million** to **$3,011 million** for the six months ended June 30, 2025, primarily due to increased net cash inflows from net earnings and reduced outflows from changes in other assets and liabilities[402](index=402&type=chunk) - Cash used in investing activities increased by **$1,247 million** to **$4,268 million** for the six months ended June 30, 2025, mainly due to increased purchases of investment securities and additional investments in unconsolidated affiliates[403](index=403&type=chunk) - Cash provided by financing activities decreased by **$1,140 million** to **$1,050 million** for the six months ended June 30, 2025, driven by increased contractholder withdrawals, reduced contractholder deposits, and increased treasury stock purchases[405](index=405&type=chunk) - The company repurchased **3,270,000 shares** of FNF common stock for approximately **$184 million** under the 2024 Repurchase Program during the six months ended June 30, 2025[407](index=407&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=95&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) There have been no material changes in the market risks described in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes in market risks have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[411](index=411&type=chunk) [Item 4. Controls and Procedures](index=95&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the period - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of **June 30, 2025**[412](index=412&type=chunk) - No changes in internal control over financial reporting occurred during the three and six months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[413](index=413&type=chunk) [PART II. OTHER INFORMATION](index=96&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=96&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the discussion of legal proceedings from Note F Commitments and Contingencies in Part I, Item 1 of this report - Legal proceedings are discussed in Note F Commitments and Contingencies to the unaudited Condensed Consolidated Financial Statements[415](index=415&type=chunk) [Item 1A. Risk Factors](index=96&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risk factors, including the highly regulated nature of the F&G segment, potential changes in state and NAIC regulations, and the evolving landscape of ERISA and DOL's 'fiduciary rule' - The F&G segment is highly regulated by state insurance departments, the NAIC, and federal regulators, with potential for new laws, interpretations, or disciplinary actions to materially affect the business[417](index=417&type=chunk)[419](index=419&type=chunk)[421](index=421&type=chunk) - The DOL's New Fiduciary Rule, which significantly broadens the definition of 'fiduciary' under ERISA, was stayed by district courts, and appeals are in abeyance. The final outcome could materially affect agent business practices, compensation, and liability exposure[425](index=425&type=chunk)[426](index=426&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk)[429](index=429&type=chunk)[430](index=430&type=chunk) - F&G's reinsurance subsidiaries in Bermuda and the Cayman Islands are subject to local regulations (BMA and CIMA), which may limit activities or impose additional requirements[431](index=431&type=chunk)[432](index=432&type=chunk)[433](index=433&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=98&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section summarizes the company's repurchases of equity securities during the three months ended June 30, 2025, under its publicly announced stock repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | |:---|:---|:---| | 4/1/2025 - 4/30/2025 | 60,000 | $64.31 | | 5/1/2025 - 5/31/2025 | 820,000 | $54.64 | | 6/1/2025 - 06/30/2025 | 2,000,000 | $55.15 | | Total (3 Months Ended June 30, 2025) | 2,880,000 | $55.20 | - As of June 30, 2025, **21,730,000 shares** remained available for purchase under the 2024 Repurchase Program, which authorizes the purchase of up to **25 million shares** through July 31, 2027[435](index=435&type=chunk)[436](index=436&type=chunk) [Item 3. Defaults Upon Senior Securities](index=99&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - None[437](index=437&type=chunk) [Item 4. Mine Safety Disclosures](index=99&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Not applicable[438](index=438&type=chunk) [Item 5. Other Information](index=99&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three and six months ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three and six months ended June 30, 2025[439](index=439&type=chunk) [Item 6. Exhibits](index=100&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, indentures, and certifications required by the Sarbanes-Oxley Act - Exhibits include the Plan of Conversion, Articles of Incorporation, Bylaws, Ninth Supplemental Indenture, and certifications from the Chief Executive Officer and Chief Financial Officer[440](index=440&type=chunk) [Signatures](index=101&type=section&id=Signatures) This section contains the required signatures, certifying the due authorization and filing of the report on behalf of Fidelity National Financial, Inc - The report is signed by Anthony J. Park, Chief Financial Officer (Principal Financial and Accounting Officer), on **August 7, 2025**[443](index=443&type=chunk)

Financial Data and Key Metrics Changes - The company generated total revenue of $3.6 billion in the second quarter, with adjusted net earnings of $318 million or $1.16 per diluted share, compared to $338 million or $1.24 per share for the same period in 2024 [13][14] - Adjusted pretax title earnings were $337 million, a 4% increase from the previous year, with an adjusted pretax title margin of 15.5%, down from 16.2% in the prior year [5][15] - The F and G segment reported a 13% increase in assets under management to $69.2 billion [11] Business Line Data and Key Metrics Changes - The title segment generated $2.2 billion in total revenue, with direct premiums increasing by 12% year-over-year [14][15] - Daily purchase orders opened increased by 5% compared to 2024, while refinance orders saw a significant 28% increase [6][8] - Commercial revenue reached $626 million in the first half of the year, up 23% from the previous year, with national daily orders opened up 11% [8][9] Market Data and Key Metrics Changes - Total orders opened averaged 5,800 per day in the second quarter, with July showing a 5% increase compared to the prior year [10] - The company experienced a strong performance in commercial refinance orders, with a 35% increase in July compared to the previous year [51] Company Strategy and Development Direction - The company continues to invest in security, technology, and recruiting to position itself for long-term growth, despite higher expenses impacting margins [6][17] - The F and G segment is pursuing a more fee-based, higher-margin, and less capital-intensive business model, supported by the launch of a new reinsurance vehicle [21][22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a rebound in transaction volumes and the potential for improved profitability as market conditions normalize [10][46] - The company anticipates that elevated health claims will moderate but remain above last year's levels, with normalization expected in 2026 [45][48] Other Important Information - The company repurchased 2.9 million shares for $159 million during the second quarter, returning nearly $300 million of capital to shareholders [22][23] - The consolidated debt to capitalization ratio remains within the long-term target range of 20% to 30% [22] Q&A Session Summary Question: Thoughts on holding separate businesses under the same company - Management is pleased with F and G's performance, contributing 32% of adjusted earnings, and is excited about the new reinsurance strategy [28][29] Question: Details on personnel expenses - Personnel expenses increased due to active recruiting and elevated health claims, with a significant impact from medical claims [30][33] Question: Margin and expense outlook - Management expects health claims to peak this quarter and then subside, maintaining confidence in achieving a 15% to 20% margin for the year [45] Question: Commercial market momentum - National commercial open orders were up 22% year-over-year, with a strong pipeline expected for the second half of the year [49][50] Question: Buyback strategy - The company plans to remain active in the market for share buybacks, especially if share prices weaken [56][60] Question: Regulatory updates - No significant changes in regulatory momentum impacting the title industry were noted, with ongoing engagement with the FHFA [76] Question: Recruiting strategy - The company is focused on hiring revenue-attached personnel, akin to mini acquisitions, to enhance growth [78]

Financial Data and Key Metrics Changes - The company generated total revenue of $3.6 billion in Q2 2025, compared to $3.2 billion in Q2 2024, excluding net recognized gains and losses [12] - Adjusted net earnings were $318 million or $1.16 per diluted share, down from $338 million or $1.24 per share in Q2 2024 [13] - The title segment contributed $260 million to adjusted net earnings, while the F and G segment contributed $89 million [13] Business Line Data and Key Metrics Changes - The title segment generated $2.2 billion in total revenue in Q2 2025, up from $2 billion in Q2 2024, with direct premiums increasing by 12% [14] - Adjusted pretax title earnings were $337 million, a $13 million or 4% increase from the previous year, with a title margin of 15.5% [5][14] - The F and G segment's assets under management grew to $69.2 billion, a 13% increase year-over-year [10] Market Data and Key Metrics Changes - Daily purchase orders opened increased by 5% compared to Q2 2024, while refinance orders saw a significant 28% increase [6][7] - Commercial volumes showed strong performance with direct commercial revenue of $626 million in the first half of 2025, up 23% from $511 million in the same period of 2024 [8] Company Strategy and Development Direction - The company is focused on long-term growth through strategic investments in security, technology, and recruiting [5] - F and G is pursuing a more fee-based, higher-margin, and less capital-intensive business model, supported by the launch of a new reinsurance vehicle [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a rebound in transaction volumes and the potential for efficiencies across operations [9] - The company anticipates that elevated health claims will normalize in 2026, and they remain confident in maintaining a 15% to 20% pretax title margin [15][45] Other Important Information - The company repurchased 2.9 million shares for $159 million at an average price of $55.2 per share during Q2 2025 [20] - The company returned nearly $300 million of capital to shareholders through dividends and share repurchases in the second quarter [21] Q&A Session Summary Question: Thoughts on holding separate businesses under the same company - Management is pleased with F and G's performance and sees continued value in the current structure, contributing 32% of adjusted earnings [27][28] Question: Details on personnel expenses - Personnel expenses increased due to active recruiting and elevated health claims, with a significant impact from medical claims [29][32] Question: Margin and expense outlook - Management expects health claims to peak this quarter and then moderate, maintaining confidence in the 15% to 20% margin range [44][45] Question: Commercial order momentum - National open orders were up 22% year-over-year, with strong expectations for continued growth in the back half of the year [49][50] Question: Buyback strategy - The company plans to remain active in share buybacks, particularly if share prices show weakness [55][60] Question: Dividend capacity for the second half - Approximately $250 million is available from regulated entities, with an additional $60 million from F and G [67]

Core Insights - Fidelity National Financial (FNF) reported quarterly earnings of $1.16 per share, missing the Zacks Consensus Estimate of $1.4 per share, and down from $1.24 per share a year ago [1] - The company posted revenues of $3.64 billion for the quarter, exceeding the Zacks Consensus Estimate by 3.08% and up from $3.16 billion year-over-year [3] - The stock has underperformed the market, gaining about 3.5% year-to-date compared to the S&P 500's 7.1% increase [4] Earnings Performance - The earnings surprise for the quarter was -17.14%, and the company has only surpassed consensus EPS estimates once in the last four quarters [2] - The previous quarter's earnings were $0.78 per share, which was a surprise of -30.97% against an expected $1.13 [2] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $1.51 on revenues of $3.63 billion, and for the current fiscal year, it is $5.15 on revenues of $13.67 billion [8] - The estimate revisions trend for FNF was unfavorable prior to the earnings release, resulting in a Zacks Rank 5 (Strong Sell) for the stock, indicating expected underperformance in the near future [7] Industry Context - The Insurance - Multi line industry, to which FNF belongs, is currently in the top 39% of Zacks industries, suggesting a favorable outlook compared to the bottom 50% [9]

[FNF Second Quarter 2025 Financial Results Overview](index=1&type=section&id=FNF%20Second%20Quarter%202025%20Financial%20Results%20Overview) [Company Profile](index=1&type=section&id=Company%20Profile) Fidelity National Financial, Inc. (FNF) is a leading provider of title insurance and real estate transaction services, also offering insurance solutions through its subsidiary F&G Annuities & Life, Inc - FNF is a leading provider of title insurance and transaction services in the real estate and mortgage industries[3](index=3&type=chunk) - FNF provides insurance solutions through its subsidiary F&G Annuities & Life, Inc. for retail annuity, life insurance, and institutional clients[3](index=3&type=chunk) [Consolidated Financial Performance (Q2 2025 vs Q2 2024)](index=1&type=section&id=Consolidated%20Financial%20Performance%20%28Q2%202025%20vs%20Q2%202024%29) FNF's net income and adjusted net income attributable to common stockholders decreased in Q2 2025 compared to Q2 2024, despite significant total revenue growth driven by strong title segment performance **Consolidated Financial Performance (Q2 2025 vs Q2 2024):** | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--------------------------------------- | :-------------- | :-------------- | :------- | | Net Income Attributable to Common Stockholders ($ million) | $278 | $306 | -9.15% | | Diluted EPS ($) | $1.02 | $1.12 | -8.93% | | Adjusted Net Income Attributable to Common Stockholders ($ million) | $318 | $338 | -5.92% | | Adjusted EPS ($) | $1.16 | $1.24 | -6.45% | | Total Revenue ($ million) | $3,635 | $3,158 | +15.11% | [Key Company Highlights](index=1&type=section&id=Key%20Company%20Highlights) Despite a soft residential real estate market, FNF's Title segment achieved industry-leading pre-tax margins and strong adjusted net earnings, while the F&G segment reported record AUM and robust sales, supported by active capital allocation through share repurchases and dividends - The Title segment contributed **$260 million** in adjusted net earnings in Q2 2025, up from **$241 million** in Q2 2024[8](index=8&type=chunk) - The F&G segment contributed **$89 million** in adjusted net earnings in Q2 2025, down from **$122 million** in Q2 2024[8](index=8&type=chunk) - F&G achieved a record **$69.2 billion** in Assets Under Management (AUM) excluding flow reinsurance at quarter-end, a **13% increase** from Q2 2024[7](index=7&type=chunk)[8](index=8&type=chunk) - F&G's total sales reached **$4.1 billion**, one of the company's best sales quarters, with net sales of **$2.7 billion**[8](index=8&type=chunk) - FNF repurchased **2.9 million shares** for **$159 million** and paid a common stock dividend of **$0.50 per share**, totaling **$135 million** in Q2[8](index=8&type=chunk)[9](index=9&type=chunk) [Segment Financial Results](index=3&type=section&id=Segment%20Financial%20Results) [Title Segment](index=3&type=section&id=Title%20Segment) The Title segment achieved industry-leading pre-tax margins and strong cash flow in Q2 2025, despite increased claims and investments in security, technology, and hiring, with robust commercial transaction volumes positioning it for a residential real estate market rebound [Business Overview and CEO Commentary](index=3&type=section&id=Business%20Overview%20and%20CEO%20Commentary) The Title segment provides title insurance and related services, with the CEO highlighting industry-leading pre-tax margins, strong cash flow, strategic investments for long-term growth, and robust commercial transaction volumes in Q2 - The Title segment includes the company's title insurance underwriters and related businesses, offering core title insurance, escrow, and other title-related services such as loan subservicing, valuations, default services, and home warranties[10](index=10&type=chunk) - The segment achieved industry-leading pre-tax title margins and generated strong cash flow in Q2, which was reinvested into the business and returned to shareholders[11](index=11&type=chunk) - Q2 performance was impacted by increased claims and higher investments in security, technology, and hiring, aimed at positioning the business for long-term growth[11](index=11&type=chunk) - Commercial transaction volumes remained strong, with both national and local revenue increasing over **22%** year-over-year[11](index=11&type=chunk) [Q2 2025 Financial and Operational Highlights](index=3&type=section&id=Q2%202025%20Financial%20and%20Operational%20Highlights) The Title segment reported **$2.2 billion** in total revenue for Q2 2025, a **15% year-over-year increase**, driven by **12% growth** in direct title premiums, **7% in agency title premiums**, and **22% in commercial revenue**, with adjusted pre-tax title margin at **15.5%** **Title Segment Q2 2025 Financial Highlights (YoY):** | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--------------------------------------- | :-------------- | :-------------- | :------- | | Total Revenue ($ billion) | $2.2 | $1.9 | +15.8% | | Total Revenue Excluding Recognized Gains/Losses ($ billion) | $2.2 | $2.0 | +8.0% | | Direct Title Premiums ($ million) | $632 | $564 | +12.1% | | Agency Title Premiums ($ million) | $839 | $784 | +7.0% | | Commercial Revenue ($ million) | $333 | $273 | +22.0% | | Adjusted Pre-tax Title Margin (%) | 15.5% | 16.2% | -0.7 percentage points | | Adjusted Pre-tax Earnings ($ million) | $337 | $324 | +4.0% | - Daily refinance order openings increased by **28%** and daily closings by **41%**, both higher than Q2 2024[14](index=14&type=chunk) - Commercial order openings increased by **7%** and closings by **15%**, both higher than Q2 2024[14](index=14&type=chunk) - Total fee per file was **$3,894** in Q2, a **4% increase** from Q2 2024[14](index=14&type=chunk) [F&G Segment](index=4&type=section&id=F%26G%20Segment) The F&G segment achieved significant AUM growth (excluding flow reinsurance) to **$69.2 billion** in Q2 2025, a **13% year-over-year increase**, driven by strong sales, despite a decrease in adjusted net earnings, with record retail channel sales and a strategic shift towards a more fee-based, higher-margin, and less capital-intensive business model [Business Overview and CEO Commentary](index=4&type=section&id=Business%20Overview%20and%20CEO%20Commentary) F&G, an FNF subsidiary, provides leading insurance solutions, with the CEO highlighting strong AUM growth (excluding flow reinsurance), reduced operating expenses relative to AUM, solid investment portfolio performance, and a commitment to transitioning to a more fee-based, higher-margin, and less capital-intensive business model - F&G, an FNF subsidiary, provides leading insurance solutions for retail annuity and life insurance clients, as well as institutional clients for funding agreements and pension risk transfer[15](index=15&type=chunk) - AUM excluding flow reinsurance reached **$69.2 billion** at the end of Q2, a **13% increase** from Q2 2024, primarily driven by strong sales[16](index=16&type=chunk)[18](index=18&type=chunk) - F&G's operating expense to AUM excluding flow reinsurance ratio decreased by **5 basis points**, with further improvement expected in the second half of the year[16](index=16&type=chunk) - F&G is committed to achieving its mid-term Investor Day targets, moving towards a more fee-based, higher-margin, and less capital-intensive business model[16](index=16&type=chunk) [Q2 2025 Financial and Sales Highlights](index=4&type=section&id=Q2%202025%20Financial%20and%20Sales%20Highlights) F&G's adjusted net income attributable to common stockholders was **$89 million** in Q2 2025, down from **$122 million** in Q2 2024, partly due to lower-than-expected alternative investment income, with total sales of **$4.1 billion** including record retail channel sales exceeding **$3.6 billion** **F&G Segment Q2 2025 Financial and Sales Highlights (YoY):** | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--------------------------------------- | :-------------- | :-------------- | :------- | | Net Income Attributable to Common Stockholders ($ million) | $33 | $171 | -80.7% | | Adjusted Net Income Attributable to Common Stockholders ($ million) | $89 | $122 | -27.1% | | AUM Excluding Flow Reinsurance ($ billion) | $69.2 | $61.4 | +12.7% | | Total Sales ($ billion) | $4.1 | $4.4 | -6.8% | | Retail Channel Sales (Record) ($ billion) | >$3.6 | N/A | +13% | | Institutional Market Sales (Pension Risk Transfer) ($ billion) | $0.5 | $0.3 | +66.7% | | Institutional Market Sales (Funding Agreements) ($ billion) | $0 | $0.9 | -100% | | Net Sales ($ billion) | $2.7 | $3.4 | -20.6% | - Alternative investment income was **$68 million** in Q2 2025, below management's long-term expected return of approximately **10%**[18](index=18&type=chunk)[53](index=53&type=chunk) - Q2 2024 adjusted net income included **$13 million** in actuarial model updates and adjustments[18](index=18&type=chunk)[55](index=55&type=chunk) [Detailed Financial Statements](index=7&type=section&id=Detailed%20Financial%20Statements) [Second Quarter Segment Information (GAAP)](index=7&type=section&id=Second%20Quarter%20Segment%20Information%20%28GAAP%29) This section provides detailed GAAP consolidated and segment financial results for FNF's Q2 2025 and Q2 2024, including revenue, expenses, pre-tax earnings, and net income attributable to common stockholders **Q2 2025 GAAP Segment Information ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :-------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Total Revenue | $3,635 | $2,213 | $1,364 | $86 | $(28) | | Total Expenses | $3,253 | $1,846 | $1,307 | $100 | $0 | | Pre-tax Earnings (Loss) | $382 | $367 | $57 | $(14) | $(28) | | Net Income (Loss) Attributable to Common Stockholders | $278 | $277 | $33 | $(4) | $(28) | **Q2 2024 GAAP Segment Information ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :-------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Total Revenue | $3,158 | $1,931 | $1,172 | $82 | $(27) | | Total Expenses | $2,700 | $1,696 | $918 | $86 | $0 | | Pre-tax Earnings (Loss) | $458 | $235 | $254 | $(4) | $(27) | | Net Income (Loss) Attributable to Common Stockholders | $306 | $159 | $171 | $3 | $(27) | [Second Quarter Segment Information (Non-GAAP Adjustments)](index=8&type=section&id=Second%20Quarter%20Segment%20Information%20%28Non-GAAP%20Adjustments%29) This section presents FNF's reconciliation from GAAP net income to adjusted net income for Q2 2025 and Q2 2024, detailing non-GAAP adjustments such as recognized gains/losses, market-related liability adjustments, purchase price amortization, and transaction costs **Q2 2025 Non-GAAP Adjustments and Adjusted Earnings ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :--------------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Net Income (Loss) Attributable to Common Stockholders (GAAP) | $278 | $277 | $33 | $(4) | $(28) | | Total Non-GAAP Adjustments | $40 | $(17) | $56 | $1 | $0 | | Adjusted Net Income (Loss) Attributable to Common Stockholders | $318 | $260 | $89 | $(3) | $(28) | **Q2 2024 Non-GAAP Adjustments and Adjusted Earnings ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :--------------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Net Income (Loss) Attributable to Common Stockholders (GAAP) | $306 | $159 | $171 | $3 | $(27) | | Total Non-GAAP Adjustments | $32 | $82 | $(49) | $(1) | $0 | | Adjusted Net Income (Loss) Attributable to Common Stockholders | $338 | $241 | $122 | $2 | $(27) | [Year-to-Date Segment Information (GAAP)](index=11&type=section&id=Year-to-Date%20Segment%20Information%20%28GAAP%29) This section provides FNF's year-to-date GAAP financial results for the six months ended June 30, 2025, and 2024, including consolidated and segment-level revenue, expenses, and earnings **Q2 2025 Year-to-Date GAAP Segment Information ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :-------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Total Revenue | $6,364 | $3,987 | $2,272 | $161 | $(56) | | Total Expenses | $5,871 | $3,449 | $2,241 | $181 | $0 | | Pre-tax Earnings (Loss) | $493 | $538 | $31 | $(20) | $(56) | | Net Income (Loss) Attributable to Common Stockholders | $361 | $404 | $15 | $(2) | $(56) | **Q2 2024 Year-to-Date GAAP Segment Information ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :-------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Total Revenue | $6,457 | $3,594 | $2,741 | $176 | $(54) | | Total Expenses | $5,668 | $3,141 | $2,345 | $182 | $0 | | Pre-tax Earnings (Loss) | $789 | $453 | $396 | $(6) | $(54) | | Net Income (Loss) Attributable to Common Stockholders | $554 | $331 | $269 | $8 | $(54) | [Year-to-Date Segment Information (Non-GAAP Adjustments)](index=12&type=section&id=Year-to-Date%20Segment%20Information%20%28Non-GAAP%20Adjustments%29) This section presents FNF's year-to-date reconciliation from GAAP net income to adjusted net income for the six months ended June 30, 2025, and 2024, detailing non-GAAP adjustments at both consolidated and segment levels **Q2 2025 Year-to-Date Non-GAAP Adjustments and Adjusted Earnings ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :--------------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Net Income (Loss) Attributable to Common Stockholders (GAAP) | $361 | $404 | $15 | $(2) | $(56) | | Total Non-GAAP Adjustments | $170 | $14 | $154 | $2 | $0 | | Adjusted Net Income (Loss) Attributable to Common Stockholders | $531 | $418 | $169 | $0 | $(56) | **Q2 2024 Year-to-Date Non-GAAP Adjustments and Adjusted Earnings ($ million):** | Metric | Consolidated | Title | F&G | Corporate and Other | Eliminations | | :--------------------------------------- | :----------- | :---- | :---- | :------------------ | :---------- | | Net Income (Loss) Attributable to Common Stockholders (GAAP) | $554 | $331 | $269 | $8 | $(54) | | Total Non-GAAP Adjustments | $(10) | $40 | $(52) | $2 | $0 | | Adjusted Net Income (Loss) Attributable to Common Stockholders | $544 | $371 | $217 | $10 | $(54) | [Summary Balance Sheet Information](index=15&type=section&id=Summary%20Balance%20Sheet%20Information) As of June 30, 2025, FNF's total assets and total equity attributable to common stockholders increased compared to December 31, 2024, primarily due to growth in cash and investment portfolios **Summary Balance Sheet Information ($ million):** | Metric | June 30, 2025 | December 31, 2024 | Change | | :--------------------------------------- | :----------------- | :------------------ | :----- | | Cash and Investment Portfolio | $71,294 | $67,094 | +$4,200 | | Total Assets | $102,331 | $95,263 | +$7,068 | | Notes Payable | $4,397 | $4,321 | +$76 | | Title Claim Reserves | $1,695 | $1,713 | -$18 | | Total Equity Attributable to Common Stockholders | $7,906 | $7,754 | +$152 | [Supplemental Information](index=4&type=section&id=Supplemental%20Information) [Conference Call Information](index=4&type=section&id=Conference%20Call%20Information) FNF will host a conference call on Thursday, August 7, 2025, at 11:00 AM ET to discuss its Q2 2025 results, with a live webcast and replay available on the FNF investor relations website - FNF will host a conference call on Thursday, August 7, 2025, at 11:00 AM ET to discuss its Q2 2025 results[18](index=18&type=chunk) - A live webcast and replay of the conference call will be available on the FNF investor relations website at fnf.com[18](index=18&type=chunk)[19](index=19&type=chunk) [About FNF and F&G](index=5&type=section&id=About%20FNF%20and%20F%26G) Fidelity National Financial, Inc. (FNF) is the largest title insurance company in the U.S., operating through multiple underwriters, while F&G, part of the FNF family of companies, is a leading provider of insurance solutions for retail annuity, life, and institutional clients - FNF is the largest title insurance company in the U.S., operating through title insurance underwriters including Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title, and National Title of New York[20](index=20&type=chunk) - F&G, part of the FNF family of companies, is a leading provider of insurance solutions for retail annuity and life insurance clients, as well as institutional clients, headquartered in Des Moines, Iowa[21](index=21&type=chunk) [Definitions of Non-GAAP Financial Measures](index=5&type=section&id=Definitions%20of%20Non-GAAP%20Financial%20Measures) This section defines various non-GAAP financial measures used by FNF, including adjusted net income attributable to common stockholders, AUM, AUM excluding flow reinsurance, average AUM (AAUM), and sales, which provide additional insights beyond GAAP standards - Adjusted net income attributable to common stockholders is a non-GAAP economic measure that assesses financial performance by adjusting net income (loss) to remove market valuation impacts and non-recurring items[4](index=4&type=chunk)[59](index=59&type=chunk) - Assets Under Management (AUM) includes total invested assets at amortized cost, investments in unconsolidated affiliates, related party loans and investments, accrued investment income, and cash and cash equivalents at period-end[61](index=61&type=chunk)[62](index=62&type=chunk) - AUM excluding flow reinsurance builds upon AUM by including flow reinsurance assets[63](index=63&type=chunk) - Sales of annuity, IUL, funding agreement, and non-life contingent PRT products are recorded as deposit liabilities under GAAP but are presented as non-GAAP measures to enhance understanding of business trends[65](index=65&type=chunk) [Forward-Looking Statements and Risk Factors](index=5&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) This press release contains forward-looking statements based on management's beliefs and assumptions, subject to various risks and uncertainties that could cause actual results to differ materially, including economic changes, capital market volatility, weak real estate activity, acquisition challenges, reliance on title insurance distribution, intense competition, government regulation, and cybersecurity threats - Forward-looking statements are based on management's beliefs and assumptions, and actual results may differ materially due to risks and uncertainties[26](index=26&type=chunk) - Risks and uncertainties include changes in general economic, business, political crisis, war, and pandemic conditions; consumer spending; government spending; volatility and strength of capital markets; investor and consumer confidence; foreign currency exchange rates; commodity prices; inflation levels; changes in trade policies; tariffs and trade sanctions; trade wars; supply chain disruptions; weak or adverse changes in the level of real estate activity (which may be caused by high or rising interest rates, limited mortgage funding availability, or a weak U.S. economy); the company's inability to find suitable acquisition candidates; the company's reliance on title insurance underwriters' distribution as a primary source of cash flow; intense competition faced by F&G and the company's operating subsidiaries; compliance with extensive governmental regulation of operating subsidiaries, including title insurance and services and privacy and data protection laws; and system damage, failures, interruptions, cyberattacks, and intrusions, or unauthorized data disclosures[26](index=26&type=chunk)[27](index=27&type=chunk)

Core Insights - Fidelity National Financial, Inc. reported a net earnings of $278 million for Q2 2025, a decrease from $306 million in Q2 2024, resulting in earnings per diluted share of $1.02 compared to $1.12 in the previous year [2][3][6] - Adjusted net earnings for the same period were $318 million, or $1.16 per share, down from $338 million, or $1.24 per share, in Q2 2024 [3][6] - The company continues to generate healthy free cash flow, allowing for share repurchases and dividends totaling over $450 million year-to-date [5][9] Financial Performance - Total revenue for Q2 2025 was $3.635 billion, an increase from $3.158 billion in Q2 2024 [6][9] - The Title Segment generated $2.2 billion in revenue, a 15% increase from $1.9 billion in Q2 2024, with an adjusted pre-tax title margin of 15.5% [9][17] - F&G Segment achieved record assets under management (AUM) of $69.2 billion, up 13% from the previous year, with gross sales of $4.1 billion [5][12][18] Segment Contributions - The Title Segment contributed $260 million to net earnings in Q2 2025, compared to $241 million in Q2 2024 [9] - The F&G Segment contributed $89 million in net earnings for Q2 2025, down from $122 million in the same quarter last year [9] - The Corporate Segment reported an adjusted net loss of $3 million for Q2 2025, compared to adjusted net earnings of $2 million in Q2 2024 [9] Market Conditions and Strategic Actions - The company noted challenges in the residential housing market due to elevated mortgage interest rates and high home prices, yet remains well-positioned for future growth [5][8] - FNF repurchased 2.9 million shares for $159 million in Q2 2025, reflecting a dynamic capital allocation strategy [5][9] - The company is focused on driving efficiencies and expanding profitability across its operations [8][9]

Core Insights - Fidelity National Financial (FNF) is anticipated to report a year-over-year increase in earnings and revenues for the quarter ended June 2025, with earnings expected to be $1.40 per share, reflecting a +12.9% change, and revenues projected at $3.53 billion, up 11.7% from the previous year [1][3]. Earnings Report Expectations - The earnings report is scheduled for release on August 6, and if the results exceed expectations, the stock may rise; conversely, a miss could lead to a decline [2]. - Management's discussion during the earnings call will significantly influence the sustainability of any immediate price changes and future earnings expectations [2]. Estimate Revisions - The consensus EPS estimate has been revised down by 1.16% over the last 30 days, indicating a reassessment by analysts [4]. - The Most Accurate Estimate for FNF is higher than the Zacks Consensus Estimate, resulting in an Earnings ESP of +0.15%, suggesting a recent bullish sentiment among analysts [12]. Earnings Surprise History - In the last reported quarter, FNF was expected to post earnings of $1.13 per share but only achieved $0.78, resulting in a surprise of -30.97% [13]. - Over the past four quarters, FNF has only beaten consensus EPS estimates once [14]. Industry Context - In the Zacks Insurance - Multi line industry, Equitable Holdings, Inc. is expected to post earnings of $1.28 per share for the same quarter, indicating a year-over-year change of -10.5%, with revenues projected at $3.92 billion, up 8.1% [18][19]. - Equitable Holdings has a higher Most Accurate Estimate leading to an Earnings ESP of +0.48%, combined with a Zacks Rank of 3 (Hold), indicating a likelihood of beating the consensus EPS estimate [20].

Core Viewpoint - Fidelity National Financial, Inc. has appointed Gregg N. Sofer as Executive Vice President, Deputy Chief Legal Officer, and Chief Compliance Officer, succeeding Paul Perez who is retiring after nearly two decades of service [1][3]. Company Overview - Fidelity National Financial, Inc. is a leading provider of title insurance and transaction services to the real estate and mortgage industries, as well as insurance solutions for retail annuity and life customers through its subsidiary F&G Annuities & Life, Inc. [1][4]. - The company is the largest title insurance provider in the United States, issuing more title insurance policies than any other title company through its various underwriters [4]. Leadership Transition - Gregg N. Sofer brings over 30 years of legal experience, including significant roles in public service and private practice, and has a strong background in managing complex legal matters, particularly in fraud and compliance [2][3]. - Paul Perez, who has served since 2007, has been instrumental in shaping the compliance culture and legal strategy of the company [3][4].

Core Viewpoint - Fidelity National Financial, Inc. (FNF) is set to release its second quarter 2025 earnings on August 6, 2025, after market close, highlighting its position as a leading provider in the title insurance and transaction services sectors [1][2]. Company Overview - FNF is a prominent provider of title insurance and transaction services for the real estate and mortgage industries, as well as insurance solutions for retail annuity and life customers through its subsidiary F&G Annuities & Life, Inc. [3] - FNF is recognized as the largest title insurance company in the United States, with its underwriters collectively issuing more title insurance policies than any other company in the nation [3]. Earnings Call Information - A conference call to discuss the quarterly results will take place on August 7, 2025, at 11:00 a.m. Eastern Time, following the earnings release [2]. - Access to the webcast and conference call can be obtained through FNF's Investor Relations website or via telephone [5].

FNF Overview - FNF's total revenue for FY2022 was $116 billion[6] - FNF holds a 31% title market share[6] - FNF holds 1 or 2 market share in 44 states[7, 17] Title Segment Performance - FNF's adjusted pre-tax title margin in 1Q23 was 100%[28, 33, 63, 79, 90] - FNF's title revenue in 1Q23 was $91 billion[28] - FNF consistently holds top market share in residential purchase, refinance, and commercial markets[12] F&G Segment Performance - F&G's assets under management reached $45 billion in 1Q23, an 18% year-over-year increase[40, 41, 63, 65] - F&G's gross sales in 1Q23 grew by 27% year-over-year to $33 billion[40, 41, 63, 65] - F&G's adjusted net earnings for 2022 were $317 million[43] Financial Position - FNF's debt-to-capitalization ratio, excluding AOCI, was 285% as of March 31, 2023[60, 61] - FNF held over $800 million in holding company cash and short-term investments as of March 31, 2023[61, 65]