What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-03-01 · 51 added, 67 removed, 291 unchanged (29% of the section changed)

4 unchanged sentences

and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

We completed the F&G acquisition on June 1, 2020 (see Note B of the Notes to the Consolidated Financial Statements).

The scope of management's assessment of the effectiveness of the Company's disclosure controls and procedures did not include the internal control over financial reporting of F&G.

This exclusion is in accordance with the SEC Staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

F&G represented approximately 11% of our gross revenue for the year ended December 31, 2020.

Total assets of the acquired business as of December 31, 2020 represented approximately 79% of our total consolidated assets, consisting principally of investments, goodwill and other intangible assets.

As a result of the closing of the F&G acquisition, we have incorporated internal controls over significant processes specific to the acquisition that we believe are appropriate and necessary in consideration of the level of related integration.

As the post-closing integration continues, we will continue to review the internal controls and processes of F&G and may take further steps to integrate such controls and processes with those of the Company.

Other than as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We completed the F&G acquisition on June 1, 2020 (see Note B Acquisitions to the Consolidated Financial Statements).

F&G has been fully integrated into the assessment of internal control reporting as of December 31, 2021.

Other than the F&G acquisition, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021 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

3 unchanged sentences

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Because we completed the F&G acquisition on June 1, 2020, the scope of management's assessment of the effectiveness of the Company's internal control over financial reporting did not include the internal control over financial reporting of F&G.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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.

15 unchanged sentences

(Parent Company Financial Statements)

Schedule II I :

Schedule III:

F&G Supplementary Insurance Information

Schedule I V:

F&G Reinsurance

1 unchanged sentence

(a) (3) The following exhibits are incorporated by reference or are set forth on pages to this Form 10-K:

2.1 Reorganization Agreement, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., Black Knight Holdings, Inc., and New BKH Corp.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2017)

2.2 Agreement and Plan of Merger, dated as of June 8, 2017, by and among Fidelity National Financial, Inc., New BKH Corp., Black Knight Financial Services, Inc., Black Knight Holdco Corp., New BKH Merger Sub, Inc., and BKFS Merger Sub, Inc.

(incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on June 9, 2017)

2.1 Reorganization Agreement, dated as of November 17, 2017, by and between Fidelity National Financial, Inc.

5 unchanged sentences

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 Fourth Amended and Restated Bylaws of Fidelity National Financial, Inc., February 1, 2017 (incorporated by reference to Exhibit 3.1 to Fidelity National Financial, Inc.’s Current Report on Form 8-K, dated February 2, 2017)

3.2 F ifth 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)

21 unchanged sentences

4.15 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 )

10.1 Fourth Amended and Restated Credit Agreement, dated as of April 27, 2017, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 2, 2017)

4.16 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)

4.17 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)

10.1 Amended and Restated Fidelity National Financial, Inc.

16 unchanged sentences

10.9 Amended and Restated Employment Agreement between the Registrant and Raymond R.

Quirk, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.16 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)(1)

10.17 Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Raymond R.

Quirk, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)

Quirk, effective as of February 1, 2022 (incorporated by reference to Exhibit 10.

2 to 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.

7 unchanged sentences

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)

10.23 ServiceLink Holdings, LLC Incentive Plan (incorporated by reference to Exhibit 10.6 to the to the Registrant’s Current Report on Form 8-K filed on January 15, 2014) (1)

10.15 Amendment effective May 3, 2016 to Director Services Agreement between the Registrant and William P.

3 unchanged sentences

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)

10.26 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Raymond R.

Quirk (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1)

10.17 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Anthony J.

4 unchanged sentences

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)

10.30 Employment Agreement between the Registrant and Michael Nolan effective March 2, 2016 (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1)

10.31 Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Michael Nolan (incorporated by reference to Exhibit 10.8 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 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)

4 unchanged sentences

2005 Omnibus Incentive Plan for October 2019 Awards (incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019) (1)

10.36 Form of Notice of FNF Restricted Stock Grant and FNF Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc.

2005 Omnibus Incentive Plan for October 2018 Awards (incorporated by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018) (1)

10.25 Tax Matters Agreement, dated as of November 17, 2017, by and between Fidelity National Financial, Inc.

1 unchanged sentence

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 20, 2017)

10.38 Termination Agreement, dated September 9, 2019, among Stewart Information Services Corporation, Fidelity National Financial, Inc., A Holdco Corp.

and S Holdco LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2019)

10.26 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)

10.40 Term Loan Credit Agreement, dated April 22, 2020, among Fidelity National Financial, Inc., as the Borrower, Bank of America, N.A.

as Administrative Agent, JP Morgan Chase Bank, N.A., as Syndication Agent, and The Other Lenders Party Thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020)

10.27 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)

10.28 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)

10.43 Form of Subscription Agreement by and among Paysafe Limited, Foley Trasimene Acquisition Corp.

II, and certain subsidiaries of Fidelity National Financial, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 7, 2020 )

10.29 Form of Subscription Agreement by and among Acrobat Holdings, Inc., Foley Trasimene Acquisition Corp., and certain subsidiaries of Fidelity National Financial, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on January 27, 2021)

10.30 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)

21.1 Subsidiaries of the Registrant

16 unchanged sentences

Fidelity National Financial, Inc.

/s/ Raymond R.

Chief Executive Officer and Director

March 1, 2021

/s/ Michael J.

Chief Executive Officer

February 25, 2022

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/ Raymond R.

Quirk Chief Executive Officer and Director March 1, 2021

Quirk (Principal Executive Officer)

/s/ Michael J.

Nolan Chief Executive Officer February 25, 2022

Nolan (Principal Executive Officer)

/s/ Anthony J.

Park Chief Financial Officer March 1, 2021

Park Chief Financial Officer February 25, 2022

Park (Principal Financial and Accounting Officer)

/s/ William P.

Foley, II Director and Chairman of the Board March 1, 2021

Foley, II Director and Chairman of the Board February 25, 2022

/s/ Raymond R.

Quirk Director and Executive Vice Chairman of the Board February 25, 2022

/s/ Douglas K.

Ammerman Director March 1, 2021

Ammerman Director February 25, 2022

/s/ Halim Dhanidina Director February 25, 2022

Halim Dhanidina

/s/ Thomas M.

Hagerty Director March 1, 2021

Hagerty Director February 25, 2022

/s/ Daniel D.

(Ron) Lane Director March 1, 2021

/s/ Sandra Morgan Director March 1, 2021

Sandra Morgan

(Ron) Lane Director February 25, 2022

/s/ Sandra D.

Morgan Director February 25, 2022

/s/ Heather H.

Murren Director March 1, 2021

Rood Director March 1, 2021

Director March 1, 2021

Thompson Director March 1, 2021

March 1, 2021 FIDELITY NATIONAL FINANCIAL, INC.

/s/ Anthony J.

Chief Financial Officer

(Principal Financial and Accounting Officer)

Murren Director February 25, 2022

Rood Director February 25, 2022

Director February 25, 2022

Thompson Director February 25, 2022

FIDELITY NATIONAL FINANCIAL, INC.

3 unchanged sentences

Cash $ 1,515 $ 975

Short term investments — 564

Other long-term investments 52 —

Equity securities, at fair value 7 1

4 unchanged sentences

Prepaid expenses and other assets 275 256

Income taxes receivable — —

Total assets $ 12,771 $ 11,306

13 unchanged sentences

Retained earnings 4,369 2,394

Accumulated other comprehensive earnings (loss) 1,304 43

Accumulated other comprehensive earnings 779 1,304

Treasury stock, 34,953,288 shares and 24,419,754 shares as of December 31, 2021 and December 31, 2020, respectively, at cost

28 unchanged sentences

Dividends declared ( 447 ) ( 389 ) ( 347 )

Cumulative effect of adoption of accounting standards — — 128

Other equity activity — — ( 2 )

Net earnings attributable to Fidelity National Financial, Inc.

12 unchanged sentences

Equity in earnings of unconsolidated affiliates ( 6 ) ( 1 ) ( 2 )

Gain on Pacific Union Sale — — ( 4 )

Impairment of assets — 1 4

18 unchanged sentences

Debt service payments — ( 1,000 ) —

Equity portion of debt conversions paid in cash — — ( 142 )

Debt issuance costs ( 6 ) ( 22 ) —

25 unchanged sentences

2.45 % Notes, net of discount

3.20 % Notes, net of discount

Revolving credit facility ( 4 ) ( 5 )

12 unchanged sentences

(in millions)

Seven months ended

December 31, 2020

Life Insurance (single segment):

Year Ended Seven Months Ended

December 31, 2021 December 31, 2020

Deferred acquisition costs $ 761 $ 222

10 unchanged sentences

(In millions)

For the year ended December 31, 2021 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed of net

Life Insurance and PRT In-Force $ 4,881 $ ( 1,682 ) $ — $ 3,199 — %

Premiums and other considerations:

Life Insurance Premiums 168 ( 137 ) — 31 — %

Life-contingent PRT Premiums 1,146 — — 1,146 — %

Annuity Product Charges 92 ( 51 ) — 41 — %

Total Insurance Premiums and Other Considerations $ 1,406 $ ( 188 ) $ — $ 1,218 — %

For the seven months ended December 31, 2020 Gross Amount Ceded to other companies Assumed from other companies Net Amount Percentage of amount assumed of net

1 unchanged sentence

Premiums and other considerations:

Traditional life insurance premiums 108 ( 85 ) — 23 —

Life Insurance Premiums 108 ( 85 ) — 23 — %

Annuity Product Charges 145 ( 30 ) — 115 — %

Total premiums and other considerations $ 253 $ ( 115 ) $ — $ 138 — %

Total Insurance Premiums and Other Considerations $ 253 $ ( 115 ) $ — $ 138 — %

See Report of Independent Registered Public Accounting Firm

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures