Item 8.01. Other Events




On December 1, 2022, at 12:01 a.m., Eastern time (the "Effective Time"),
Fidelity National Financial, Inc. ("FNF") completed its previously announced
separation and distribution of approximately 15% of the shares of common stock
of its subsidiary, F&G Annuities & Life, Inc. ("F&G") (the "Distribution").

The Distribution was accomplished by the distribution of 68 shares of common
stock, par value $0.001 per share, of F&G ("F&G Common Stock") for every 1000
shares of common stock, par value $0.0001 per share, of FNF ("FNF Common Stock")
as a dividend to each holder of shares of FNF Common Stock as of the close of
business on November 22, 2022, the record date for the Distribution.

As a result of the Distribution, F&G is a separate, publicly traded company and
its businesses, assets and liabilities will primarily consist of those related
to F&G's business as a provider of insurance solutions serving retail annuity
and life customers and institutional clients. Through F&G's insurance
subsidiaries, including Fidelity & Guaranty Life Insurance Company and Fidelity
& Guaranty Life Insurance Company of New York, F&G will continue to market a
broad portfolio of deferred annuities (fixed indexed annuities and multi-year
guarantee annuities or other fixed rate annuities), immediate annuities, indexed
universal life insurance, funding agreements (through funding agreement-backed
notes issuances and the Federal Home Loan Bank of Atlanta) and pension risk
transfer solutions. All of FNF's core title insurance, real estate, technology
and mortgage related businesses, assets and liabilities that are not held by F&G
remain with FNF.

In connection with the Distribution, the following agreements were entered into by FNF and F&G (the "Transaction Agreements"):



•a Separation and Distribution Agreement, dated as of November 30, 2022, between
FNF and F&G, which provides for, among other things, the principal corporate
transactions required to effect the Distribution, certain conditions to the
Distribution and provisions governing F&G's relationship with FNF with respect
to and resulting from the Distribution (the "Separation and Distribution
Agreement");

•a Corporate Services Agreement, dated as of November 30, 2022, between FNF and
F&G, which provides for, among other things, the provision of certain services
by FNF to F&G following the Distribution;

•a Reverse Corporate Services Agreement, dated as of November 30, 2022, between
FNF and F&G, which provides for, among other things, the provision of certain
services by F&G to FNF following the Distribution; and

•a Tax Sharing Agreement, dated as of November 30, 2022, between FNF and F&G,
which governs FNF's and F&G's respective rights, responsibilities and
obligations with respect to taxes and tax benefits, the filing of tax returns,
the control of tax examinations and audits and other tax matters.

On December 1, 2022, FNF announced the completion of the Distribution. A copy of
the press release is attached hereto as Exhibit 99.5 and is incorporated herein
by reference.


                 Item 9.01.         Financial Statements and Exhibits



(d) Exhibits

       Exhibit No.               Exhibit Description
            99.1                   Separation and Distribution Agreement,

dated as of November 30, 2022,


                                 between Fidelity National Financial, Inc.

and F&G Annuities & Life, Inc.



            99.2                   Corporate Services Agreement, dated as 

of November 30, 2022, between

Fidelity National Financial, Inc. and F&G 

Annuities & Life, Inc.


            99.3                   Reverse Corporate Services Agreement, 

dated as of November 30, 2022,


                                 between Fidelity National Financial, Inc.

and F&G Annuities & Life, Inc.


            99.4                   Tax Sharing Agreement, dated as of

November 30, 2022, between Fidelity

National Financial, Inc. and F&G Annuities 

& Life, Inc.


            99.5                   Press release, dated December 1, 2022
             101                 Cover Page Interactive Data File - the 

cover page XBRL tags are embedded


                                 within the Inline XBRL document.




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses