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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-25 · 77 added, 30 removed, 312 unchanged (26% 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 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.

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, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

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).

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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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

22 unchanged sentences

(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 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)

2.1 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.

1 unchanged sentence

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 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)

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)

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(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)

4.4 Form of Subordinated Indenture between the Registrant and the Bank of New York Trust Company, N.A.

20 unchanged sentences

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 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)

10.2 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)

11 unchanged sentences

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 )

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.

18 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)

10.20 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)

10.20 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)

1 unchanged sentence

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

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 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)

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.

1 unchanged sentence

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)

10.29 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)

10.31 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)

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.

21.1 Subsidiaries of the Registrant

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Cash $ 406 $ 1,515

Short-term investments 533 —

Other long-term investments 35 52

51 unchanged sentences

Dividends declared ( 490 ) ( 447 ) ( 389 )

Distribution of F&G to FNF common shareholders ( 301 ) — —

Net earnings attributable to Fidelity National Financial, Inc.

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(in millions)

Year Ended Seven Months Ended

December 31, 2022 December 31, 2021

6 unchanged sentences

Amortization, interest, and unlocking of deferred acquisition costs ( 81 ) ( 32 )

Acquisition and operating expenses, net of deferrals ( 263 ) ( 158 )

Other operating expenses, net of deferrals ( 102 ) ( 105 )

See Report of Independent Registered Public Accounting Firm.

2 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 — %

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:

Life Insurance Premiums 168 ( 137 ) — 31 — %

Traditional life insurance premiums 160 ( 128 ) — 32 — %

Life-contingent PRT premiums 1,362 — — 1,362 — %

Annuity product charges 300 ( 50 ) — 250 — %

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

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:

Life Insurance Premiums 108 ( 85 ) — 23 — %

Traditional life insurance premiums 168 ( 137 ) — 31 — %

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

Annuity product charges 269 ( 51 ) — 218 — %

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

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

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