Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32630 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organizatio ...

Real Estate and Mortgage Activity - Title segment revenue is closely related to real estate activity, with a forecasted total U.S. mortgage originations of $2.2 trillion in 2023, down from $2.2 trillion in 2022[289]. - Existing-home sales decreased by 22% in March 2023 compared to March 2022, while median existing-home sales prices fell by 1% from $379,500 to $375,700[292]. - Commercial real estate transaction volume is linked to financing availability, with a noted decrease in order volumes and fee per file in Q1 2023 compared to the prior year[294]. - Closed title insurance order volume decreased by 51%, from 380,000 in Q1 2022 to 188,000 in Q1 2023, primarily due to higher average mortgage interest rates[340]. Financial Performance - Total revenues decreased by $693 million to $2,474 million for the three months ended March 31, 2023, compared to $3,167 million in the same period of 2022[326]. - Net earnings from continuing operations fell by $490 million to a loss of $88 million for the three months ended March 31, 2023, compared to earnings of $402 million in the same period of 2022[326]. - Total revenues for the Title segment decreased by $831 million, or 35%, in the three months ended March 31, 2023, compared to the same period in 2022, totaling $1,552 million[336]. - Interest and investment income increased to $611 million, up from $478 million year-over-year[325]. - Total expenses decreased slightly to $2,548 million from $2,611 million year-over-year[325]. Insurance and Annuities - The F&G segment's reserves, net of reinsurance, for fixed rate annuities were $11.0 billion with an average crediting rate of 3% as of March 31, 2023[299]. - The FIA market grew from nearly $12 billion in sales in 2002 to $79 billion in sales in 2022, indicating significant demand for retirement savings products[302]. - The aging U.S. population is expected to increase demand for fixed indexed annuities and indexed universal life products as more individuals prepare for retirement[301]. - Life insurance premiums and other fees decreased to $365 million for the three months ended March 31, 2023, down from $596 million in the same period of 2022, reflecting lower PRT premiums[359]. Tax and Regulatory Changes - The Inflation Reduction Act of 2022 introduced a 15% corporate alternative minimum tax effective January 1, 2023, but the company does not anticipate a material effect on its financial condition[334]. - The income tax expense was $14 million for the three months ended March 31, 2023, compared to $156 million in the same period of 2022[333]. - The income tax benefit for Q1 2023 was $8 million, a significant decrease from an income tax expense of $106 million in Q1 2022, resulting in an effective tax rate of 4% compared to 31% in the prior year[377]. Investment Portfolio - The fair value of the investment portfolio increased to approximately $44 billion as of March 31, 2023, up from $41 billion at the end of 2022[380]. - Fixed maturity securities accounted for 77% of the total investments as of March 31, 2023, with a fair value of $34.2 billion, compared to $31.2 billion at the end of 2022[380]. - The gross unrealized loss on fixed maturity securities and equity portfolio was $4,301 million as of March 31, 2023, down from $4,744 million as of December 31, 2022[404]. - The total amortized cost of all securities in an unrealized loss position was $34,550 million as of March 31, 2023, compared to $34,164 million as of December 31, 2022[404]. Cash Flow and Capital Management - Operating cash flow for the three months ended March 31, 2023, was $1,418 million, an increase of $751 million compared to $667 million for the same period in 2022[430]. - Cash flows used in investing activities decreased to $2,285 million for the three months ended March 31, 2023, from $3,414 million in the same period in 2022[432]. - Cash flows from financing activities increased by $222 million to $1,402 million for the three months ended March 31, 2023, compared to $1,180 million in 2022, primarily due to the issuance of $500 million in 7.40% F&G Notes[434]. - The company paid dividends of $0.45 per share in the first quarter of 2023, totaling approximately $122 million to common shareholders[424]. Personnel and Operating Costs - Personnel costs decreased by $178 million, or 23%, in Q1 2023, due to a lower average headcount, with personnel costs as a percentage of total revenues rising to 67%[347]. - Other operating expenses increased to $36 million in Q1 2023 from $18 million in Q1 2022, leading to total personnel and operating costs of $89 million compared to $48 million year-over-year[376]. - Personnel costs for the three months ended March 31, 2023, were $53 million, up from $30 million for the same period in 2022, reflecting headcount growth to support higher volumes[376]. Market Risks and Future Outlook - The company anticipates future operating results to be subject to significant volatility due to changes in fair value of equity and preferred security investments[437]. - No material changes in market risks have been reported since the Annual Report for the year ended December 31, 2022[440]. - There have been no significant changes to off-balance sheet arrangements since the Annual Report for the year ended December 31, 2022[438].

Financial Data and Key Metrics Changes - Adjusted net earnings from continuing operations were $141 million or $0.52 per diluted share, down from $386 million or $1.36 per share in Q1 2022 [3][26] - Total revenue for the first quarter was $2.5 billion, a decrease from $3.6 billion in the first quarter of 2022 [26][28] - The company reported a net loss of $59 million, compared to net earnings of $400 million in the prior year [26][28] Business Line Data and Key Metrics Changes - The Title segment generated $1.5 billion in total revenue, down from $2.6 billion in Q1 2022 [4] - The F&G segment reported record total gross sales of $3.3 billion, a 27% increase year-over-year [5] - Direct premiums in the Title segment decreased by 44% compared to Q1 2022, while agency premiums decreased by 50% [31] Market Data and Key Metrics Changes - Daily purchase orders opened were up 20% over Q4 2022, and refinance orders opened per day were up 6% over Q4 2022 [16] - Total orders opened averaged 5,000 per day in Q1, with April showing a 4% increase over March [17] - F&G's assets under management reached $45 billion as of March 31, reflecting strong growth [19][89] Company Strategy and Development Direction - The company aims to navigate a volatile market by focusing on exceptional customer service and long-term business growth [15][84] - There is a strategic emphasis on acquisitions, recruiting talent, and enhancing title capabilities to build the Title business [24] - The company is considering various options regarding the potential spin-off or monetization of F&G, with a focus on maximizing shareholder value [54][58] Management's Comments on Operating Environment and Future Outlook - Management noted that the current market environment presents both headwinds and tailwinds, with expectations for modest margin improvement in the near term [22][65] - There is cautious optimism regarding improving order volumes, although the market remains volatile [21][81] - The company remains confident in the fundamentals of the business despite near-term pressures [24][84] Other Important Information - The company adopted a new accounting standard (LDTI) effective January 1, 2023, impacting the F&G segment [20] - The company ended the quarter with $834 million in cash and short-term liquid investments [88] - The debt-to-capitalization ratio was 28.5% as of March 31, aligning with long-term targets [40] Q&A Session Summary Question: Buybacks and Financial Uncertainty - Management indicated that buybacks were paused due to economic challenges in the Title business, despite having repurchased over $1 billion in stock in the past two years [35][36] Question: Commercial Market Concerns - Management acknowledged price discovery issues in the commercial market but noted an 8% sequential improvement in open orders [47][48] Question: F&G Spin-off Considerations - The Board is considering options for the potential spin-off of F&G, with a focus on market conditions and shareholder value [54][58] Question: Near-term Margin Outlook - Management clarified that near-term margin improvement would be modest due to low levels of activity, despite some sequential improvements in order volumes [65][72]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32630 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 16-1725106 (State or other jurisdiction of incorporation or or ...

Fidelity National Financial, Inc. (NYSE:FNF) Q4 2022 Earnings Conference Call February 23, 2023 11:00 AM ET Company Participants Lisa Foxworthy-Parker - Investor Relations Mike Nolan - Chief Executive Officer Tony Park - Chief Financial Officer Chris Blunt - Chief Executive Officer, F&G Wendy Young - Chief Financial Officer, F&G Conference Call Participants Bose George - KBW Mark DeVries - Barclays Andrew Kligerman - Credit Suisse John Campbell - Stephens Inc. Mark Hughes - Truist Operator Ladies and gentle ...

Fidelity National Financial, Inc. (NYSE:FNF) Q3 2022 Earnings Conference Call November 9, 2022 11:00 AM ET Company Participants Lisa Foxworthy-Parker - Senior Vice President Investor & External Relations Mike Nolan - Chief Executive Officer Chris Blunt - Chief Executive Officer, F&G Wendy Young - Chief Financial Officer, F&G Tony Park - Chief Financial Officer Conference Call Participants Mark DeVries - Barclays Mark Hughes - Truist Securities Bose George - KBW Andrew Kligerman - Credit Suisse John Campbell ...

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [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 and related notes for the period [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$62,164** | **$60,690** | | Total Investments | $42,820 | $42,775 | | Cash and cash equivalents | $2,474 | $4,360 | | Goodwill | $4,609 | $4,539 | | **Total Liabilities** | **$56,365** | **$51,233** | | Contractholder funds | $39,127 | $35,525 | | Notes payable | $2,693 | $3,096 | | **Total Equity** | **$5,799** | **$9,457** | - Total assets increased to **$62.2 billion** from **$60.7 billion** at year-end 2021, primarily driven by an increase in contractholder funds liabilities, which rose to **$39.1 billion** from **$35.5 billion**[11](index=11&type=chunk) - Total equity decreased significantly to **$5.8 billion** from **$9.5 billion**, largely due to a swing in Accumulated other comprehensive earnings from a gain of $779 million to a loss of $(3,186) million[11](index=11&type=chunk) [Condensed Consolidated Statements of Earnings](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings) This section outlines the company's financial performance, including revenues, expenses, net earnings, and diluted EPS Consolidated Earnings Summary (in millions, except per share data) | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$3,207** | **$3,892** | **$9,003** | **$10,846** | | Total Expenses | $2,798 | $2,966 | $7,504 | $8,450 | | Net Earnings | $294 | $737 | $1,081 | $1,903 | | **Diluted EPS** | **$1.05** | **$2.57** | **$3.83** | **$6.56** | - Total revenues for Q3 2022 decreased to **$3.2 billion** from **$3.9 billion** in Q3 2021, primarily due to lower title insurance premiums and net recognized investment losses[13](index=13&type=chunk) - Net earnings attributable to common shareholders fell to **$289 million** in Q3 2022 from **$732 million** in Q3 2021 For the nine months ended September 30, net earnings decreased to **$1.07 billion** in 2022 from **$1.89 billion** in 2021[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash inflows and outflows from operating, investing, and financing activities Consolidated Cash Flow Summary (in millions) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,977 | $2,600 | | Net cash used in investing activities | $(7,890) | $(4,863) | | Net cash provided by financing activities | $3,027 | $4,692 | | **Net (decrease) increase in cash** | **$(1,886)** | **$2,429** | - Cash from operations increased to **$3.0 billion** for the first nine months of 2022, up from **$2.6 billion** in the prior-year period[21](index=21&type=chunk) - Cash used in investing activities increased significantly to **$7.9 billion**, primarily due to higher net purchases of investment securities compared to the same period in 2021[21](index=21&type=chunk) - Cash provided by financing activities decreased to **$3.0 billion** from **$4.7 billion**, mainly due to debt repayments in 2022 versus a debt offering in 2021 and lower net change in secured trust deposits[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies, financial components, and recent business developments - On August 9, 2022, FNF acquired approximately **74%** of AllFirst Title Insurance Agency for about **$127 million** in cash[26](index=26&type=chunk) - The company plans a taxable dividend to shareholders of **15%** of F&G's common stock, targeted for completion in Q4 2022, while intending to retain an approximate 85% ownership stake[30](index=30&type=chunk) - The company repaid the remaining **$400 million** principal of its 5.50% Senior Notes on September 1, 2022[25](index=25&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses key business trends, segment operating results, liquidity, capital resources, and share repurchase activities [Business Trends and Conditions](index=54&type=section&id=Business%20Trends%20and%20Conditions) This section analyzes business trends, including rising mortgage rates impacting Title and market volatility affecting F&G - The Mortgage Bankers Association (MBA) forecasts total U.S. mortgage originations to fall from **$4.4 trillion** in 2021 to **$2.3 trillion** in 2022, driven by a sharp decline in refinance transactions from **$2.5 trillion** to **$0.7 trillion**[211](index=211&type=chunk) - The Federal Reserve's aggressive interest rate hikes to combat inflation have pushed the average 30-year fixed mortgage rate to **5.6%** in Q3 2022, compared to **2.9%** in Q3 2021[212](index=212&type=chunk) - The aging U.S. population is a key long-term driver for the F&G segment, with the proportion of the population over 65 expected to grow from **17%** in 2021 to **21%** in 2035, increasing demand for retirement products[224](index=224&type=chunk) [Results of Operations](index=57&type=section&id=Results%20of%20Operations) Consolidated revenues and net earnings declined, with detailed segment performance for Title, F&G, and Corporate and Other Title Segment Key Metrics | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues (in millions) | $2,291 | $2,921 | $7,228 | $8,436 | | Pre-tax Earnings (in millions) | $335 | $486 | $851 | $1,569 | | Direct Orders Closed (thousands) | 278 | 527 | 1,006 | 1,692 | | Fee per File | $3,621 | $2,581 | $3,323 | $2,310 | F&G Segment Key Metrics (in millions) | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $902 | $927 | $1,717 | $2,268 | | Net Earnings | $115 | $373 | $581 | $744 | | Total Gross Sales | $2,873 | $3,076 | $8,535 | $7,397 | - The Title segment's direct closed orders fell **47%** YoY in Q3 2022, with refinance orders declining more sharply than purchase orders However, the average fee per file increased by **40%** due to a higher mix of commercial and purchase transactions[239](index=239&type=chunk)[244](index=244&type=chunk)[246](index=246&type=chunk) [Liquidity and Capital Resources](index=85&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity, increased cash from operations, and continued its capital return program - The company had **$2.47 billion** in cash and cash equivalents and **$800 million** available under its Revolving Credit Facility as of September 30, 2022[354](index=354&type=chunk) - During the nine months ended September 30, 2022, FNF repurchased **12.4 million** shares of its common stock for approximately **$511 million**, at an average price of **$41.31** per share[365](index=365&type=chunk) - A cash dividend of **$0.45** per share was declared on November 3, 2022, payable on December 30, 2022[353](index=353&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=86&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes in market risks were reported compared to the prior annual report - No material changes in market risks were reported compared to the 2021 Annual Report on Form 10-K[370](index=370&type=chunk) [Item 4. Controls and Procedures](index=87&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The principal executive and financial officers concluded that disclosure controls and procedures are effective[371](index=371&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[372](index=372&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and required exhibits [Item 1. Legal Proceedings](index=88&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note F for details on ongoing legal proceedings and litigation matters - For details on legal proceedings, the report refers to Note F in Part I, Item 1 of the financial statements[375](index=375&type=chunk) [Item 1A. Risk Factors](index=88&type=section&id=Item%201A.%20Risk%20Factors) New risk factors are identified related to the proposed F&G distribution, including potential adverse impacts on earnings - The planned **15%** distribution of F&G common stock introduces new risks, including the inability to complete the transaction and potential adverse effects on business relationships and future earnings[376](index=376&type=chunk)[377](index=377&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=88&type=section&id=Item%202.%20Unregistered%20Sales%20Securities%20and%20Use%20of%20Proceeds) Details on common stock repurchases made under the authorized share repurchase program during the quarter Share Repurchases (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jul 2022 | 631,945 | $37.24 | | Aug 2022 | 2,000,000 | $39.93 | | Sep 2022 | 2,662,620 | $38.21 | | **Total** | **5,294,565** | **$38.74** | [Item 6. Exhibits](index=88&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including agreements, certifications, and XBRL data files - The report includes several exhibits, such as management agreements, CEO/CFO certifications, and XBRL interactive data files[380](index=380&type=chunk)[382](index=382&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32630 FIDELITY NATIONAL FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 16-1725106 (State or other jurisdiction ...

Fidelity National Financial, Inc. (NYSE:FNF) Q2 2022 Earnings Conference Call August 3, 2022 11:00 AM ET Company Participants Lisa Foxworthy-Parker - Senior Vice President Investor & External Relations Mike Nolan - Chief Executive Officer Chris Blunt - Chief Executive Officer, F&G Tony Park - Chief Financial Officer Conference Call Participants Mark DeVries - Barclays Mark Hughes - Truist Securities Bose George - KBW John Campbell - Stephens Inc. Andrew Kligerman - Credit Suisse Ryan Gilbert - BTIG Geoffrey ...

Financial Data and Key Metrics Changes - Total revenue for Q1 2022 was $3.2 billion, marking the best first quarter in FNF history [7] - Net earnings were $397 million, down from $605 million in Q1 2021, primarily due to net recognized losses [34] - Adjusted net earnings from continuing operations were $388 million or $1.37 per diluted share, compared to $455 million or $1.56 per diluted share in Q1 2021 [35] Business Line Data and Key Metrics Changes - Title segment generated $2.4 billion in revenue, with adjusted pre-tax earnings of $437 million, a 15% decrease from the prior year [15][34] - F&G produced $748 million in revenue, with adjusted net earnings of $82 million, contributing 21% to adjusted earnings [20][35] - Total commercial revenue was $374 million, up from $257 million in the prior year, driven by a 7% increase in closed orders and a 35% increase in commercial fee per file [16] Market Data and Key Metrics Changes - Average 30-year fixed mortgage rates rose from approximately 3% at year-end to over 5% by the end of April [9] - Daily purchase orders opened were down 1% year-over-year for Q1 and down 6% for April [12][13] - Total commercial orders opened per day were higher by 6% over Q1 2021, indicating positive momentum [14] Company Strategy and Development Direction - The company plans to maintain its market-leading position through investments in technology and strategic acquisitions [18][20] - A dividend distribution of 15% ownership stake in F&G to FNF shareholders is expected to be completed in late Q3 or early Q4 2022 [8][22] - The company aims to navigate the rising interest rate environment by adjusting expenses to align with trends in opened and closed order volumes [17] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the commercial market, noting strong performance in industrial and multifamily asset classes [66] - The company anticipates a stable purchase market despite current declines, with expectations for a healthy commercial environment [56][67] - Management highlighted the importance of adapting to the macroeconomic environment and maintaining operational efficiency [84] Other Important Information - The company repurchased 2.75 million shares for a total of $134 million during Q1 [42] - F&G's assets under management reached $38.6 billion, with first-quarter sales rising by 57% year-over-year [20][24] - The company ended the quarter with $1.5 billion in cash and short-term liquid investments [41] Q&A Session Summary Question: Acceleration in sales in March and April - Management indicated that the sales increase was due to a combination of pricing actions and broader demand in the rising interest rate environment [44] Question: Stability of purchase orders - Management noted that purchase orders are expected to remain flat rather than increase, given the current interest rate trends [47] Question: Adjusted pre-tax margin decline - The decline in margin was attributed to increased personnel costs and a higher mix of agency revenue, with expectations for improved margins in the upcoming quarters [55][56] Question: Future earnings expectations for F&G - Management suggested that adjusted net earnings for F&G could average around $80 million to $90 million per quarter, with a focus on maintaining a 1% return on assets [61][64] Question: Trends in premiums and home price appreciation - Management acknowledged the possibility of flat premiums year-over-year despite volume declines, due to ongoing home price appreciation [69] Question: Expectations for interest income as rates increase - Management projected approximately $5 million in additional annual income for each 25 basis point increase in Fed funds, anticipating significant growth in investment income [70] Question: Commercial business outlook - Management expressed bullish sentiment on the commercial sector, noting strong order activity and a diverse range of asset classes driving momentum [66][67]