Item 9A. Controls and Procedures
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.
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
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, 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, 2021.
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.
Item 9B. Other Information
None.
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.
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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
91
Report of Independent Registered Public Accounting Firm on Financial Statements
92
Consolidated Balance Sheets as of December 31, 202 1 and 20 2 0
96
Consolidated Statements of Earnings for the years ended December 31, 202 1 , 20 20 and 201 9
97
Consolidated Statements of Comprehensive Earnings for the years ended December 31, 202 1 , 20 20 and 201 9
98
Consolidated Statements of Equity for the years ended December 31, 202 1 , 20 20 and 201 9
99
Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 201 9
101
Notes to Consolidated Financial Statements
103
(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)
176
Schedule III: F&G Supplementary Insurance Information
180
Schedule IV: F&G Reinsurance
181
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.
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(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 Reorganization Agreement, dated as of November 17, 2017, by and between Fidelity National Financial, Inc. and Cannae Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 20, 2017)
2.2 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)
2.3 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)
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 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)
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 Officers’ Certificate, dated August 28, 2012, pursuant to the Indenture dated December 8, 2005, as supplemented by the First Supplemental Indenture dated as of January 6, 2006 and as further supplemented by the Second Supplemental Indenture dated as of May 5, 2010 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on August 28, 2012)
4.5 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)
4.6 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)
4.7 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).
4.8 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)
4.9 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)
4.10 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).
4.11 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).
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Exhibit
Number
Description
4.12 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).
4.13 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)
4.14 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).
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 )
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. 2005 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant’s Schedule 14A filed on April 29, 2016) (1)
10.2 Amended and Restated Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018) (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 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)
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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 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 202 1 Awards
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 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)
10.25 Tax Matters Agreement, dated as of November 17, 2017, by and between Fidelity National Financial, Inc. and Cannae Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 20, 2017)
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)
10.27 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)
10.29 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)
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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.
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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 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/ Michael J. Nolan Chief Executive Officer February 25, 2022
Michael J. Nolan (Principal Executive Officer)
/s/ Anthony J. Park Chief Financial Officer February 25, 2022
Anthony J. Park (Principal Financial and Accounting Officer)
/s/ William P. Foley, II Director and Chairman of the Board February 25, 2022
William P. Foley, II
/s/ Raymond R. Quirk Director and Executive Vice Chairman of the Board February 25, 2022
Raymond R. Quirk
/s/ Douglas K. Ammerman Director February 25, 2022
Douglas K. Ammerman
/s/ Halim Dhanidina Director February 25, 2022
Halim Dhanidina
/s/ Thomas M. Hagerty Director February 25, 2022
Thomas M. Hagerty
/s/ Daniel D. (Ron) Lane Director February 25, 2022
Daniel D. (Ron) Lane
/s/ Sandra D. Morgan Director February 25, 2022
Sandra D. Morgan
/s/ Heather H. Murren Director February 25, 2022
Heather H. Murren
/s/ John D. Rood Director February 25, 2022
John D. Rood
/s/ Peter O. Shea, Jr. Director February 25, 2022
Peter O. Shea, Jr.
/s/ Cary H. Thompson Director February 25, 2022
Cary H. Thompson
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SCHEDULE II
FIDELITY NATIONAL FINANCIAL, INC.
(Parent Company)
BALANCE SHEETS
December 31,
2021 2020
(In millions, except share data)
ASSETS
Cash $ 1,515 $ 975
Other long-term investments 52 —
Equity securities, at fair value 7 1
Investment in unconsolidated affiliates 9 10
Notes receivable 696 416
Investments in and amounts due from subsidiaries 10,215 9,646
Property and equipment, net 2 2
Prepaid expenses and other assets 275 256
Total assets $ 12,771 $ 11,306
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and other accrued liabilities $ 344 $ 310
Income taxes payable 72 56
Deferred tax liability 206 300
Notes payable 2,519 2,072
Total liabilities 3,141 2,738
Equity:
FNF common stock, $ 0.0001 par value; authorized 600,000,000 shares as of December 31, 2021 and December 31, 2020; outstanding of 290,533,141 and 298,203,194 as of December 31, 2021 and December 31, 2020, respectively, and issued of 325,486,429 and 322,622,948 as of December 31, 2021 and December 31, 2020, respectively
— —
Preferred stock, $ 0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none
— —
Additional paid-in capital 5,811 5,720
Retained earnings 4,369 2,394
Accumulated other comprehensive earnings 779 1,304
Less: Treasury stock, 34,953,288 shares and 24,419,754 shares as of December 31, 2021 and December 31, 2020, respectively, at cost
( 1,329 ) ( 850 )
Total equity of Fidelity National Financial, Inc. common shareholders 9,630 8,568
Total liabilities and equity $ 12,771 $ 11,306
See Notes to Financial Statements
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SCHEDULE II
FIDELITY NATIONAL FINANCIAL, INC.
(Parent Company)
STATEMENTS OF EARNINGS AND RETAINED EARNINGS
Year Ended December 31,
2021 2020 2019
(In millions, except per share data)
Revenues:
Other fees and revenue $ 24 $ 32 $ 38
Interest and investment income and realized gains 17 25 54
Realized gains and losses, net 12 ( 6 ) ( 4 )
Total revenues 53 51 88
Expenses:
Personnel expenses 54 58 80
Other operating expenses 25 60 62
Interest expense 87 71 48
Total expenses 166 189 190
Losses before income tax benefit and equity in earnings of subsidiaries ( 113 ) ( 138 ) ( 102 )
Income tax benefit ( 27 ) ( 33 ) ( 23 )
Losses before equity in earnings of subsidiaries ( 86 ) ( 105 ) ( 79 )
Equity in earnings of subsidiaries 2,500 1,557 1,141
Earnings from continuing operations 2,414 1,452 1,062
Equity in earnings of discontinued operations 8 ( 25 ) —
Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 2,422 $ 1,427 $ 1,062
Retained earnings, beginning of year $ 2,394 $ 1,356 $ 641
Dividends declared ( 447 ) ( 389 ) ( 347 )
Net earnings attributable to Fidelity National Financial, Inc. common shareholders 2,422 1,427 1,062
Retained earnings, end of year $ 4,369 $ 2,394 $ 1,356
See Notes to Financial Statements
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SCHEDULE II
FIDELITY NATIONAL FINANCIAL, INC.
(Parent Company)
STATEMENTS OF CASH FLOWS
Year Ended December 31,
2021 2020 2019
(In millions)
Cash Flows From Operating Activities:
Net earnings $ 2,422 $ 1,427 $ 1,062
Adjustments to reconcile net earnings to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates ( 6 ) ( 1 ) ( 2 )
Impairment of assets — 1 4
Equity in earnings of subsidiaries ( 2,500 ) ( 1,742 ) ( 1,141 )
Depreciation and amortization 1 1 1
Stock-based compensation 43 39 38
Net change in income taxes 65 ( 1 ) 53
Net (increase) decrease in prepaid expenses and other assets ( 14 ) ( 15 ) ( 185 )
Net increase in accounts payable and other accrued liabilities 36 26 211
Net cash provided by (used in) operating activities 47 ( 265 ) 41
Cash Flows From Investing Activities:
Purchases of investments available for sale ( 52 ) — —
Net purchases of short-term investment activities ( 6 ) 564 ( 362 )
Acquisition of F&G (net of cash acquired) — ( 1,076 ) —
Additions to notes receivable ( 400 ) ( 3 ) ( 200 )
Collection of notes receivable 120 89 209
Distributions from unconsolidated affiliates — — 2
Additional investments in unconsolidated affiliates — ( 1 ) —
Net cash used in investing activities ( 338 ) ( 427 ) ( 351 )
Cash Flows From Financing Activities:
Borrowings 449 2,246 —
Debt service payments — ( 1,000 ) —
Debt issuance costs ( 6 ) ( 22 ) —
Dividends paid ( 446 ) ( 389 ) ( 344 )
Purchases of treasury stock ( 463 ) ( 236 ) ( 86 )
Exercise of stock options 48 62 39
Payment for shares withheld for taxes and in treasury ( 17 ) ( 9 ) ( 15 )
Additional investments in non-controlling interests — ( 90 ) —
Other financing activity — 1 5
Net dividends from subsidiaries 1,266 539 927
Net cash provided by financing activities 831 1,102 526
Net change in cash and cash equivalents 540 410 216
Cash at beginning of year 975 565 349
Cash at end of year $ 1,515 $ 975 $ 565
See Notes to Financial Statements
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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,
2021 2020
(In millions)
4.50 % Notes, net of discount
$ 444 $ 443
5.50 % Notes, net of discount
400 399
3.40 % Notes, net of discount
643 643
2.45 % Notes, net of discount
593 592
3.20 % Notes, net of discount
443 —
Revolving credit facility ( 4 ) ( 5 )
$ 2,519 $ 2,072
C. Supplemental Cash Flow Information
Year Ended December 31,
2021 2020 2019
(In millions)
Cash paid during the year:
Interest paid $ 81 $ 58 $ 44
Income tax payments 609 317 251
D. Cash Dividends Received
We have received cash dividends from subsidiaries and affiliates of $ 0.6 billion , $ 0.5 billion, and $ 0.5 billion during the years ended December 31, 2021, 2020, and 2019, respectively.
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Schedule III
FIDELITY NATIONAL FINANCIAL, INC.
F&G Supplementary Insurance Information
(in millions)
Year Ended Seven Months Ended
December 31, 2021 December 31, 2020
F&G Segment:
Deferred acquisition costs $ 761 $ 222
Future policy benefits, losses, claims and loss expenses 4,732 4,010
Other policy claims and benefits payable 109 88
Life insurance premiums and other fees 1,395 138
Interest and investment income 1,852 743
Benefits, claims, losses and settlement expenses ( 2,138 ) ( 866 )
Amortization, interest, and unlocking of deferred acquisition costs ( 32 ) ( 4 )
Acquisition and operating expenses, net of deferrals ( 263 ) ( 158 )
See Report of Independent Registered Public Accounting Firm.
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Schedule IV
FIDELITY NATIONAL FINANCIAL, INC.
F&G Reinsurance
(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
Life Insurance In-Force $ 3,892 $ ( 2,064 ) $ — $ 1,828 — %
Premiums and other considerations:
Life Insurance Premiums 108 ( 85 ) — 23 — %
Annuity Product Charges 145 ( 30 ) — 115 — %
Total Insurance Premiums and Other Considerations $ 253 $ ( 115 ) $ — $ 138 — %
See Report of Independent Registered Public Accounting Firm
181