What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 59 added, 35 removed, 354 unchanged (21% of the section changed)

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

Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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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The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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

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.

Item 10 Codes of Ethics

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees.

The purpose of these codes is to:

(i) promote honest and ethical conduct, including the ethical handling of conflicts of interest;

(ii) promote full, fair, accurate, timely and understandable disclosure;

(iii) promote compliance with applicable laws and governmental rules and regulations;

(iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information;

and (v) deter wrongdoing.

Our codes of ethics are designed to maintain our commitment to our longstanding standards for ethical business practices.

Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset.

Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules.

We intend to disclose any such amendment or waiver by posting it on our website at www.investor.fnf.com.

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on our website at www.investor.fnf.com.

Within 120 days after the close of our fiscal year, we intend to file with the Securities and Exchange Commission the remaining matters required by these items.

Exhibits and Financial Statement Schedules

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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 Third Supplemental Indenture, dated June 30, 2014, 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 June 30, 2014)

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

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4.20 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)

4.21 Third Supplemental Indenture relating to the 7.950% Senior Notes due 2053, dated as of December 6, 2023, among F&G Annuities & Life, Inc., the guarantors named therein and Citibank, N.A., as trustee (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on December 6, 2023) .

10.1 Amended and Restated Fidelity National Financial, Inc.

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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.

10.10 Amended and Restated Em ployment Agreement between the Registrant and Michael L.

Gravelle, effec tive as of Jan ua ry 1, 20 1 0 (incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the year ended December 31, 20 10) (1)

10.11 Amendment No.

1 to 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)

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10.21 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)

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

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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 2022 Awards (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022)

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 2023 Awards

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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)

10.31 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.

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and the Guarantor parties and Lender parties signatory thereto.

10.41 Amended and Restated Employment Agreement between the Registrant and Michael L.

Gravelle, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009)

21.1 Subsidiaries of the Registrant

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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.

97.1 Fidelity National Financial, Inc.

Incentive-Based Executive Recoupment Policy

101.INS Inline XBRL Instance Document (2)

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/s/ Heather H.

Murren Director February 27, 2023

Miller Director February 29, 2024

Rood Director February 29, 2024

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Interest and investment income and realized gains 74 43 17

Realized gains and losses, net ( 42 ) 12 ( 6 )

Recognized gains and losses, net ( 31 ) ( 42 ) 12

Total revenues 76 ( 36 ) 53

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Equity in earnings of unconsolidated affiliates — — ( 6 )

Impairment of assets — — 1

Equity in earnings of subsidiaries ( 606 ) ( 1,393 ) ( 2,875 )

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Net increase in accounts payable and other accrued liabilities 70 ( 51 ) 36

Net cash provided by (used in) operating activities 688 47 ( 265 )

Net cash (used in) provided by operating activities ( 295 ) 688 47

Cash Flows From Investing Activities:

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Net purchases of short-term investment activities 82 ( 509 ) ( 6 )

Acquisition of F&G (net of cash acquired) — — ( 1,076 )

Additions to notes receivable ( 12 ) ( 87 ) ( 400 )

Collection of notes receivable 47 79 120

Distributions from unconsolidated affiliates — — —

Additional investments in unconsolidated affiliates — — ( 1 )

Net cash used in investing activities ( 517 ) ( 338 ) ( 427 )

Net cash provided by (used in) investing activities 117 ( 517 ) ( 338 )

Cash Flows From Financing Activities:

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Additional investments in non-controlling interests ( 12 ) ( 2 ) —

Other financing activity — — 1

Net dividends from subsidiaries 689 140 1,266

Net cash provided by financing activities ( 1,280 ) 831 1,102

Net cash provided by (used in) financing activities 169 ( 1,280 ) 831

Net change in cash and cash equivalents ( 9 ) ( 1,109 ) 540

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3.20 % Notes, net of discount

Revolving credit facility ( 2 ) ( 3 )

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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.

We have received cash dividends from subsidiaries and affiliates o f $ 0.4 billion , $ 0.8 billion, and $ 0.6 billion during the years ended December 31, 2023, 2022, and 2021, respectively.

Subsequent Events

Amendment to our Revolving Credit Facility

On February 16, 2024, we entered into a Sixth Amended and Restated Credit Agreement for our $ 800 million revolving credit facility (the "Amended Revolving Credit Facility") with Bank of America, N.A., as administrative agent and other agents party thereto (the "Sixth Restated Credit Agreement").

For further information related to the Amended Revolving Credit Facility and the Sixth Restated Credit Agreement refer to Note G Notes Payable .

Investment of $ 250 million in F&G

On January 12, 2024, we completed a $ 250 million preferred stock investment in F&G.

F&G will use the net proceeds from the investment to support growth of its assets under management.

Under the terms of the agreement, we have agreed to invest $ 250 million in exchange for 5 million shares of F&G's 6.875 % Series A Mandatory Convertible Preferred Stock, par value $ 0.001 per share (the "Mandatory Convertible Preferred Stock").

Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $ 50.00 per share.

Unless earlier converted at the option of the holder, each outstanding share of the Mandatory Convertible Preferred Stock will automatically convert into shares of common stock of F&G on January 15, 2027 (the "Mandatory Conversion Date").

Upon conversion on the Mandatory Conversion Date, the conversion rate for each share of the Mandatory Convertible Preferred

Stock will be no more than 1.1111 shares of common stock and no less than 0.9456 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the value of F&G's common stock.

FIDELITY NATIONAL FINANCIAL, INC.

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(in millions)

December 31, 2022 December 31, 2021

December 31, 2023 December 31, 2022 December 31, 2021

Deferred acquisition costs $ 2,215 $ 1,411 $ 784

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Benefits, claims, losses and settlement expenses ( 3,553 ) ( 1,126 ) ( 1,932 )

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

Amortization of deferred policy acquisition costs ( 191 ) ( 99 ) ( 46 )

Other operating expenses, net of deferrals ( 146 ) ( 102 ) ( 105 )

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Life-contingent PRT premiums 1,964 — — 1,964 — %

Annuity product charges 300 ( 50 ) — 250 — %

Annuity product charges and other fees 455 ( 49 ) — 406 — %

Total premiums and other considerations $ 2,567 $ ( 154 ) $ — $ 2,413 — %

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

Annuity product charges 269 ( 51 ) — 218 — %

Annuity product charges and other fees 360 ( 50 ) — 310 — %

Total premiums and other considerations $ 1,882 $ ( 178 ) $ — $ 1,704 — %

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

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 $ 4,895 $ ( 1,642 ) $ — $ 3,253 — %

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

Annuity product charges 146 ( 31 ) — 115 — %

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

Annuity product charges and other fees 281 ( 51 ) — 230 — %

Total premiums and other considerations $ 1,595 $ ( 188 ) $ — $ 1,407 — %

1 unchanged sentence

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