Fidelity National Financial, Inc. 10-K

Item 9A. Controls and Procedures As of the end of the year covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (a) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Under the supervision and with the participation of our management, 164 Table of Contents including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Management has adopted the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein. Item 9B. Other Information On February 21, 2023, F&G entered into the Amended F&G Credit Agreement with the Lenders, the Administrative Agent, swing line lender and an issuing bank. The Amended F&G Credit Agreement increases the aggregate principal amount of commitments under the F&G Credit Facility by $115 million to $665 million. Loans under the F&G Credit Facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate”, or (c) the sum of one percent plus Term SOFR) plus a margin of between 30.0 and 80.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G or (ii) Term SOFR plus a margin of between 130.0 and 180.0 basis points depending on the non-credit-enhanced, senior unsecured long-term debt ratings of F&G. At the current Standard & Poor’s, Moody’s and Fitch non-credit-enhanced, senior unsecured long-term debt ratings of BBB-/Ba1//BBB-, respectively, the applicable margin for revolving loans subject to Term SOFR is 165 basis points. In addition, F&G will pay a facility fee of between 20.0 and 45.0 basis points on the entire facility, also depending on the F&G’s non-credit-enhanced, senior unsecured long-term debt ratings, which is payable quarterly in arrears. The proceeds of the increased F&G Credit Facility may be used for working capital and general corporate purposes. Other than the foregoing, the terms of the F&G Credit Agreement remain unchanged by the First Amendment. The First Amendment is attached hereto as Exhibit 10.41 and is incorporated herein by reference. The foregoing summary of the First Amendment does not purport to be a complete statement of the parties’ rights and obligations under the First Amendment, and is qualified in its entirety by reference to Exhibit 10.41. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Items 10-14. Within 120 days after the close of our fiscal year, we intend to file with the Securities and Exchange Commission the matters required by these items. 165 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) (1) Financial Statements. The following is a list of the Consolidated Financial Statements of Fidelity National Financial, Inc. and its subsidiaries included in Item 8 of Part II: Report of Independent Registered Public Accounting Firm on Effectiveness of Internal Control over Financial Reporting 87 Report of Independent Registered Public Accounting Firm on Financial Statements 88 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 92 Consolidated Statements of Earnings for the years ended December 31, 202 2 , 202 1 and 20 20 93 Consolidated Statements of Comprehensive Earnings for the years ended December 31, 202 2 , 202 1 and 20 20 94 Consolidated Statements of Equity for the years ended December 31, 202 2 , 202 1 and 20 20 95 Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 and 20 20 96 Notes to Consolidated Financial Statements 99 (a) (2) Financial Statement Schedules. The following is a list of financial statement schedules filed as part of this annual report on Form 10-K: Schedule II: Fidelity National Financial, Inc. (Parent Company Financial Statements) 172 Schedule III: F&G Supplementary Insurance Information 177 Schedule IV: F&G Reinsurance 178 All other schedules are omitted because they are not applicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto. 166 Table of Contents (a) (3) The following exhibits are incorporated by reference or are set forth on pages to this Form 10-K: Exhibit Number Description 2.1 Agreement and Plan of Merger, dated February 7, 2020, by and between FGL Holdings, Fidelity National Financial, Inc., F Corp I and F Corp II. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on February 7, 2020) 2.2 First Amendment to the Agreement and Plan of Merger, dated as of April 24, 2020, by and between Fidelity National Financial, Inc., F I Corp., F II Corp., and FGL Holdings (incorporated by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form S-4/A filed on April 24, 2020) 2.3 Separation and Distribution Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on December 1, 2022) 3.1 Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 13, 2018) 3.2 Fifth Amended and Restated Bylaws of Fidelity National Financial, Inc., dated January 5, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on January 5, 2022) 4.1 Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005) 4.2 First Supplemental Indenture between the Registrant and the Bank of New York Trust Company, N.A., dated as of January 6, 2006 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2006) 4.3 Second Supplemental Indenture, dated May 5, 2010, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010) 4.4 Form of Subordinated Indenture between the Registrant and the Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.2 (A) to the Registrant’s Registration Statement on Form S-3 filed on November 14, 2007) 4.5 Fourth Supplemental Indenture, dated August 13, 2018, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 13, 2018) 4.6 Form of 4.50% Senior Note of the Registrant due 2028 (incorporated by reference to Exhibit A to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on August 13, 2018). 4.7 Specimen certificate for shares of the Registrant’s FNF Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A filed on May 5, 2014) 4.8 Description of FNF Common Stock (incorporated by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019) 4.9 Supplemental Indenture, dated as of June 1, 2020, by and among Fidelity & Guaranty Life Holdings, Inc., Fidelity National Financial, Inc., and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 1, 2020). 4.10 Indenture, dated as of April 20, 2018, by and among Fidelity & Guaranty Life Holdings, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by FGL Holdings (File No. 001-37779) on April 25, 2018). Exhibit Number Description 4.11 Fifth Supplemental Indenture, dated as of June 12, 2020, between Fidelity National Financial, Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 12, 2020). 4.12 Form of 3.40% Senior Note of the Registrant due 2030 (included in Exhibit 4.12 hereto which is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 12, 2020) 4.13 Sixth Supplemental Indenture, dated as of September 15, 2020, between Fidelity National Financial, Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2020). 167 Table of Contents 4.14 Form of 2.450% Senior Note of the Registrant due 2031 (included in Exhibit 4.14 hereto which is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2020 ) 4.15 Seventh Supplemental Indenture, dated as of September 17, 2021, between Fidelity National Financial, Inc. and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 17, 2021) 4.16 Form of 3.20% Senior Note of the Registrant due 2051 (included in exhibit 4.16 hereto which is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 17, 2021) 4.17 Indenture, dated as of January 13, 2023, by and among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on January 13, 2023) 4.18 First Supplemental Indenture, dated as of January 13, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A. (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 13, 2023) 4.19 Form of F&G Annuities & Life, Inc’s 7.400% Senior Notes due 2028 (included in Exhibit 4.18 hereto which is incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 13, 2023) 10.1 Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Schedule 14A filed on April 29, 2016) (1) 10.2 Fidelity National Financial, Inc. Amended and Restated 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8 filed on August 19, 2022) (1) 10.3 Fidelity National Financial, Inc. Annual Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 29, 2016) (1) 10.4 Fidelity National Financial, Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1) 10.5 Form of Notice of FNF Group Stock Option Award and FNF Group Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015)(1) 10.6 Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1) 10.7 Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1) 10.8 Director Services Agreement between Fidelity National Financial, Inc. and William P. Foley, II (incorporated by reference to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015) (1) 10.9 Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 17, 2022) 10.10 Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January 30, 2013 (incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1) 10.11 Amendment No. 2 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (1) 10.12 Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1) 10.13 ServiceLink Holdings, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 15, 2014)(1) 10.14 Form of ServiceLink Holdings, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 15, 2014)(1) 168 Table of Contents Exhibit Number Description 10.15 Amendment effective May 3, 2016 to Director Services Agreement between the Registrant and William P. Foley II (incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.16 Letter agreement between Fidelity National Financial, Inc. and William P. Foley, II dated May 28, 2020 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 29, 2020) (1) 10.17 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.18 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.19 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.20 Amended and Restated Employment Agreement between the Registrant and Michael Nolan, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 17, 2022) 10.21 Employment Agreement between the Registrant and Roger Jewkes, effective March 3, 2016 (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.22 Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Roger Jewkes (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.23 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2021 Awards (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021) 10.24 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2022 Awards 10.25 Amendment effective November 1, 2019 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle effective May 3, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019) (1) 10.26 FGL Holdings 2017 Omnibus Incentive Plan, as amended and restated through June 1, 2020 (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2020) (1) 10.27 F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to F&G Annuities & Life, Inc.’s Current Report on Form 8-K filed on December 1, 2022, SEC File Number 001-41490) (1) 10.28 F&G Annuities & Life, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to F&G Annuities & Life, Inc.’s Current Report on Form 8-K filed on December 1, 2022, SEC File Number 001-41490) (1) 10.29 F&G Annuities & Life, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to F&G Annuities & Life, Inc.’s Current Report on Form 8-K filed on December 1, 2022, SEC File Number 001-41490) (1) 10.30 Fifth Amended and Restated Credit Agreement, dated as of October 29, 2020, by and among Fidelity National Financial, Inc., as the Borrower, Bank of America, N.A., as administrative agent, and other agents party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 4, 2020) 10.31 Form of Notice of Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2020 Awards (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020) (1) 169 Table of Contents 10.32 Registration Rights Agreement, dated as of January 13, 2023, by and among F&G Annuities & Life, Inc., the guarantors named therein and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on January 13, 2023) 10.33 Investment Management Agreement, dated as of December 16, 2020, by and between F&G Cayman Re Ltd. and Blackstone ISGI Advisors L.L.C. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022) 10.34 Investment Management Agreement, dated as of January 4, 2021, by and between F&G Annuities & Life, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022) 10.35 Investment Management Agreement, dated as of July 29, 2021, by and between Fidelity & Guaranty Life Insurance Company and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022) 10.36 Amended and Restated Amendment to Investment Management Agreements; IMA Omnibus Termination Side Letter; SMA Fee Agreement and Participation Fee Agreement, dated September 24, 2021, by and among F&G Life & Annuities, Inc., Fidelity National Financial, Inc. and Blackstone ISG-I Advisors L.L.C. (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022) 10.37 Credit Agreement, dated as of November 22, 2022, by and among F&G Annuities & Life, Inc., a Delaware corporation, as the borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent, and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 22, 2022) 10.38 Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on December 1, 2022) 10.39 Reverse Corporate Services Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on December 1, 2022) 10.40 Tax Sharing Agreement, dated as of November 30, 2022, between Fidelity National Financial, Inc. and F&G Annuities & Life, Inc. (incorporated by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on December 1, 2022) 10.41 First Amendment to Credit Agreement, dated as of February 21, 2023, among F&G Annuities & Life, Inc. and the Guarantor parties and Lender parties signatory thereto. 170 Table of Contents Exhibit Number Description 21.1 Subsidiaries of the Registrant 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 32.2 Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 101.INS Inline XBRL Instance Document (2) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 104 Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101 (1) A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(c) of Form 10-K (2) The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Fidelity National Financial, Inc. By: /s/ Michael J. Nolan Michael J. Nolan Chief Executive Officer Date: February 27, 2023 171 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Michael J. Nolan Chief Executive Officer February 27, 2023 Michael J. Nolan (Principal Executive Officer) /s/ Anthony J. Park Chief Financial Officer February 27, 2023 Anthony J. Park (Principal Financial and Accounting Officer) /s/ William P. Foley, II Director and Chairman of the Board February 27, 2023 William P. Foley, II /s/ Raymond R. Quirk Director and Executive Vice Chairman of the Board February 27, 2023 Raymond R. Quirk /s/ Douglas K. Ammerman Director February 27, 2023 Douglas K. Ammerman /s/ Halim Dhanidina Director February 27, 2023 Halim Dhanidina /s/ Thomas M. Hagerty Director February 27, 2023 Thomas M. Hagerty /s/ Daniel D. (Ron) Lane Director February 27, 2023 Daniel D. (Ron) Lane /s/ Sandra D. Morgan Director February 27, 2023 Sandra D. Morgan /s/ Heather H. Murren Director February 27, 2023 Heather H. Murren /s/ John D. Rood Director February 27, 2023 John D. Rood /s/ Peter O. Shea, Jr. Director February 27, 2023 Peter O. Shea, Jr. /s/ Cary H. Thompson Director February 27, 2023 Cary H. Thompson 172 Table of Contents SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) BALANCE SHEETS December 31, 2022 2021 (In millions, except share data) ASSETS Cash $ 406 $ 1,515 Short-term investments 533 — Other long-term investments 35 52 Equity securities, at fair value 1 7 Investment in unconsolidated affiliates 3 9 Notes receivable 303 696 Investments in and amounts due from subsidiaries 6,794 10,215 Property and equipment, net 2 2 Prepaid expenses and other assets 243 275 Total assets $ 8,320 $ 12,771 LIABILITIES AND EQUITY Liabilities: Accounts payable and other accrued liabilities $ 291 $ 344 Income taxes payable — 72 Deferred tax liability 71 206 Notes payable 2,123 2,519 Total liabilities 2,485 3,141 Equity: FNF common stock, $ 0.0001 par value; authorized 600,000,000 shares as of December 31, 2022 and December 31, 2021; outstanding of 279,064,457 and 290,533,141 as of December 31, 2022 and December 31, 2021, respectively, and issued of 327,757,349 and 325,486,429 as of December 31, 2022 and December 31, 2021, respectively — — Preferred stock, $ 0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none — — Additional paid-in capital 5,876 5,811 Retained earnings 4,714 4,369 Accumulated other comprehensive earnings ( 2,862 ) 779 Less: Treasury stock, 48,692,892 shares and 34,953,288 shares as of December 31, 2022 and December 31, 2021, respectively, at cost ( 1,893 ) ( 1,329 ) Total equity of Fidelity National Financial, Inc. common shareholders 5,835 9,630 Total liabilities and equity $ 8,320 $ 12,771 See Notes to Financial Statements 173 Table of Contents SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) STATEMENTS OF EARNINGS AND RETAINED EARNINGS Year Ended December 31, 2022 2021 2020 (In millions, except per share data) Revenues: Other fees and revenue $ ( 37 ) $ 24 $ 32 Interest and investment income and realized gains 43 17 25 Realized gains and losses, net ( 42 ) 12 ( 6 ) Total revenues ( 36 ) 53 51 Expenses: Personnel expenses ( 11 ) 54 58 Other operating expenses 16 25 60 Interest expense 92 87 71 Total expenses 97 166 189 Losses before income tax benefit and equity in earnings of subsidiaries ( 133 ) ( 113 ) ( 138 ) Income tax benefit ( 33 ) ( 27 ) ( 33 ) Losses before equity in earnings of subsidiaries ( 100 ) ( 86 ) ( 105 ) Equity in earnings of subsidiaries 1,236 2,500 1,557 Earnings from continuing operations 1,136 2,414 1,452 Equity in earnings of discontinued operations — 8 ( 25 ) Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 1,136 $ 2,422 $ 1,427 Retained earnings, beginning of year $ 4,369 $ 2,394 $ 1,356 Dividends declared ( 490 ) ( 447 ) ( 389 ) Distribution of F&G to FNF common shareholders ( 301 ) — — Net earnings attributable to Fidelity National Financial, Inc. common shareholders 1,136 2,422 1,427 Retained earnings, end of year $ 4,714 $ 4,369 $ 2,394 See Notes to Financial Statements 174 Table of Contents SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) STATEMENTS OF CASH FLOWS Year Ended December 31, 2022 2021 2020 (In millions) Cash Flows From Operating Activities: Net earnings $ 1,136 $ 2,422 $ 1,427 Adjustments to reconcile net earnings to net cash provided by operating activities: Equity in earnings of unconsolidated affiliates — ( 6 ) ( 1 ) Impairment of assets — — 1 Equity in earnings of subsidiaries ( 1,236 ) ( 2,500 ) ( 1,742 ) Depreciation and amortization 1 1 1 Stock-based compensation 48 43 39 Net change in income taxes 748 65 ( 1 ) Net (increase) decrease in prepaid expenses and other assets 41 ( 14 ) ( 15 ) Net increase in accounts payable and other accrued liabilities ( 50 ) 36 26 Net cash provided by (used in) operating activities 688 47 ( 265 ) Cash Flows From Investing Activities: Purchases of investments available for sale — ( 52 ) — Net purchases of short-term investment activities ( 509 ) ( 6 ) 564 Acquisition of F&G (net of cash acquired) — — ( 1,076 ) Additions to notes receivable ( 87 ) ( 400 ) ( 3 ) Collection of notes receivable 79 120 89 Distributions from unconsolidated affiliates — — — Additional investments in unconsolidated affiliates — — ( 1 ) Net cash used in investing activities ( 517 ) ( 338 ) ( 427 ) Cash Flows From Financing Activities: Borrowings — 449 2,246 Debt service payments ( 400 ) — ( 1,000 ) Debt issuance costs — ( 6 ) ( 22 ) Dividends paid ( 489 ) ( 446 ) ( 389 ) Purchases of treasury stock ( 553 ) ( 463 ) ( 236 ) Exercise of stock options 39 48 62 Payment for shares withheld for taxes and in treasury ( 15 ) ( 17 ) ( 9 ) Additional investments in non-controlling interests ( 2 ) — ( 90 ) Other financing activity — — 1 Net dividends from subsidiaries 140 1,266 539 Net cash provided by financing activities ( 1,280 ) 831 1,102 Net change in cash and cash equivalents ( 1,109 ) 540 410 Cash at beginning of year 1,515 975 565 Cash at end of year $ 406 $ 1,515 $ 975 See Notes to Financial Statements 175 Table of Contents SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) NOTES TO FINANCIAL STATEMENTS A. Summary of Significant Accounting Policies Fidelity National Financial, Inc. transacts substantially all of its business through its subsidiaries. The Parent Company Financial Statements should be read in connection with the aforementioned Consolidated Financial Statements and Notes thereto included elsewhere herein. B. Notes Payable Notes payable consist of the following: December 31, 2022 2021 (In millions) 4.50 % Notes, net of discount $ 445 $ 444 5.50 % Notes, net of discount — 400 3.40 % Notes, net of discount 644 643 2.45 % Notes, net of discount 594 593 3.20 % Notes, net of discount 443 443 Revolving credit facility ( 3 ) ( 4 ) $ 2,123 $ 2,519 C. Supplemental Cash Flow Information Year Ended December 31, 2022 2021 2020 (In millions) Cash paid during the year: Interest paid $ 95 $ 81 $ 58 Income tax payments 459 609 317 D. Cash Dividends Received We have received cash dividends from subsidiaries and affiliates of $ 0.8 billion , $ 0.6 billion, and $ 0.5 billion during the years ended December 31, 2022, 2021, and 2020, respectively. 176 Table of Contents Schedule III FIDELITY NATIONAL FINANCIAL, INC. F&G Supplementary Insurance Information (in millions) Year Ended December 31, 2022 December 31, 2021 F&G Segment: Deferred acquisition costs 1,589 761 Future policy benefits, losses, claims and loss expenses 5,923 4,732 Other policy claims and benefits payable 109 109 Life insurance premiums and other fees 1,695 1,395 Interest and investment income 1,655 1,852 Benefits, claims, losses and settlement expenses ( 1,125 ) ( 2,138 ) Amortization, interest, and unlocking of deferred acquisition costs ( 81 ) ( 32 ) Other operating expenses, net of deferrals ( 102 ) ( 105 ) See Report of Independent Registered Public Accounting Firm. 177 Table of Contents Schedule IV FIDELITY NATIONAL FINANCIAL, INC. F&G Reinsurance (In millions) For the year ended December 31, 2022 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 6,258 $ ( 1,594 ) $ — $ 4,664 — % Premiums and other considerations: Traditional life insurance premiums 160 ( 128 ) — 32 — % Life-contingent PRT premiums 1,362 — — 1,362 — % Annuity product charges 300 ( 50 ) — 250 — % Total premiums and other considerations $ 1,822 $ ( 178 ) $ — $ 1,644 — % For the year ended December 31, 2021 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 4,881 $ ( 1,682 ) $ — $ 3,199 — % Premiums and other considerations: Traditional life insurance premiums 168 ( 137 ) — 31 — % Life-contingent PRT premiums 1,146 — — 1,146 — % Annuity product charges 269 ( 51 ) — 218 — % Total premiums and other considerations $ 1,583 $ ( 188 ) $ — $ 1,395 — % For the seven months ended December 31, 2020 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed to net Life insurance in force $ 3,892 $ ( 2,064 ) $ — $ 1,828 — % Premiums and other considerations: Traditional life insurance premiums 108 ( 85 ) — 23 — % Annuity product charges 146 ( 31 ) — 115 — % Total premiums and other considerations $ 254 $ ( 116 ) $ — $ 138 — % See Report of Independent Registered Public Accounting Firm 178