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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-1725106
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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601 Riverside Avenue, Jacksonville, Florida
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32204
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Condensed Consolidated Financial Statements
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June 30,
2012 |
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December 31,
2011 |
||||
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(Unaudited)
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ASSETS
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|||||||
Investments:
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|
||||
Fixed maturity securities available for sale, at fair value, at June 30, 2012 and December 31, 2011 includes $279.0 and $274.2, respectively, of pledged fixed maturity securities related to secured trust deposits
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$
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3,213.0
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$
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3,200.2
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Preferred stock available for sale, at fair value
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122.8
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71.4
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Equity securities available for sale, at fair value
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112.0
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105.7
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Investments in unconsolidated affiliates
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512.0
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546.5
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Other long-term investments
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96.5
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77.5
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Short-term investments
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63.7
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50.4
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Total investments
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4,120.0
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4,051.7
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Cash and cash equivalents, at June 30, 2012 and December 31, 2011 includes $305.4 and $161.3, respectively, of pledged cash related to secured trust deposits
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908.5
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665.7
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Trade and notes receivables, net of allowance of $19.3 and $22.6, respectively, at June 30, 2012 and December 31, 2011
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368.2
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321.5
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Goodwill
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1,568.9
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1,452.2
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Prepaid expenses and other assets
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461.7
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653.6
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Capitalized software, net
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29.1
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28.1
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|
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Other intangible assets, net
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229.3
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130.7
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Title plants
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386.6
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386.7
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Property and equipment, net
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440.7
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166.1
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Income taxes receivable
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—
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5.8
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Total assets
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$
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8,513.0
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$
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7,862.1
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LIABILITIES AND EQUITY
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|||||||
Liabilities:
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Accounts payable and accrued liabilities
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$
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857.3
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$
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857.1
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Accounts payable to related parties
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4.3
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5.6
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Notes payable
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952.4
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915.8
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Reserve for title claim losses
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1,868.9
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1,912.8
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Secured trust deposits
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561.7
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419.9
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Income taxes payable
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16.4
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—
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Deferred tax liability
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199.2
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95.0
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Total liabilities
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4,460.2
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4,206.2
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Equity:
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Common stock, Class A, $0.0001 par value; authorized 600,000,000 shares as of June 30, 2012 and December 31, 2011; issued 258,567,562 as of June 30, 2012 and 254,868,454 as of December 31, 2011
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—
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—
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Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none
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—
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—
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Additional paid-in capital
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3,866.0
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3,798.6
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Retained earnings
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532.3
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373.4
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Accumulated other comprehensive earnings (loss)
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8.0
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(7.1
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)
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Less: treasury stock, 34,328,400 shares and 34,190,969 shares as of June 30, 2012 and December 31, 2011, respectively, at cost
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(534.8
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)
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(532.2
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)
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Total Fidelity National Financial, Inc. shareholders’ equity
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3,871.5
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3,632.7
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Noncontrolling interests
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181.3
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23.2
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Total equity
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4,052.8
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3,655.9
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Total liabilities and equity
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$
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8,513.0
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$
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7,862.1
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Three months ended June 30,
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Six months ended June 30,
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||||||||||||
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2012
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2011
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2012
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2011
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||||||||
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(Unaudited)
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(Unaudited)
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||||||||||||
Revenues:
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Direct title insurance premiums
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$
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427.5
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$
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357.2
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$
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781.5
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$
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680.1
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Agency title insurance premiums
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518.5
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484.7
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932.4
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908.0
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Escrow, title related and other fees
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434.9
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353.8
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816.5
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686.3
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Restaurant revenue
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252.9
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—
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252.9
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—
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Interest and investment income
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37.0
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37.3
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73.4
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71.0
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|
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Realized gains and losses, net
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66.1
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0.7
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70.1
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20.2
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Total revenues
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1,736.9
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1,233.7
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2,926.8
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2,365.6
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||||
Expenses:
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Personnel costs
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450.0
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389.2
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857.6
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772.8
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Agent commissions
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395.9
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379.1
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711.5
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706.8
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Other operating expenses
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334.3
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266.6
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609.5
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525.3
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|
||||
Cost of restaurant revenue
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215.4
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—
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215.4
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—
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||||
Depreciation and amortization
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25.9
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18.4
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42.9
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38.1
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|
||||
Provision for title claim losses
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77.0
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57.4
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130.8
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108.2
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|
||||
Interest expense
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15.4
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13.8
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30.5
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28.1
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|
||||
Total expenses
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1,513.9
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1,124.5
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2,598.2
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2,179.3
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||||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
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223.0
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109.2
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328.6
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186.3
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|
||||
Income tax expense
|
81.3
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40.4
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|
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118.2
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|
|
68.4
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|
||||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates
|
141.7
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68.8
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210.4
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|
117.9
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|
||||
Equity in earnings of unconsolidated affiliates
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2.0
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12.6
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7.8
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4.0
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|
||||
Net earnings from continuing operations
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143.7
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81.4
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|
|
218.2
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|
|
121.9
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|
||||
Net earnings from discontinued operations, net of tax
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3.2
|
|
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1.6
|
|
|
5.9
|
|
|
5.2
|
|
||||
Net earnings
|
146.9
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|
|
83.0
|
|
|
224.1
|
|
|
127.1
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|
||||
Less: Net (losses) earnings attributable to noncontrolling interests
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(0.1
|
)
|
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3.0
|
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2.7
|
|
|
4.6
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
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$
|
147.0
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$
|
80.0
|
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$
|
221.4
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|
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$
|
122.5
|
|
Earnings per share
|
|
|
|
|
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|
||||||||
Basic
|
|
|
|
|
|
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|
||||||||
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders
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$
|
0.66
|
|
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$
|
0.35
|
|
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$
|
0.98
|
|
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$
|
0.54
|
|
Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
0.02
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
0.67
|
|
|
$
|
0.36
|
|
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$
|
1.01
|
|
|
$
|
0.56
|
|
Diluted
|
|
|
|
|
|
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|
||||||||
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
$
|
0.96
|
|
|
$
|
0.53
|
|
Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
0.02
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
0.65
|
|
|
$
|
0.36
|
|
|
$
|
0.99
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic basis
|
220.5
|
|
|
220.7
|
|
|
219.6
|
|
|
220.7
|
|
||||
Weighted average shares outstanding, diluted basis
|
225.4
|
|
|
224.5
|
|
|
224.3
|
|
|
224.0
|
|
||||
Cash dividends paid per share
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
Amounts attributable to Fidelity National Financial, Inc., common shareholders
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net earnings from continuing operations attributable to FNF common shareholders
|
$
|
143.8
|
|
|
$
|
78.4
|
|
|
$
|
215.5
|
|
|
$
|
117.3
|
|
Basic and diluted net earnings from discontinued operations attributable to FNF common shareholders
|
3.2
|
|
|
1.6
|
|
|
5.9
|
|
|
5.2
|
|
||||
Basic and diluted net earnings attributable to FNF common shareholders
|
$
|
147.0
|
|
|
$
|
80.0
|
|
|
$
|
221.4
|
|
|
$
|
122.5
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
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|
||||||||||||||
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2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Net earnings
|
$
|
146.9
|
|
|
$
|
83.0
|
|
|
$
|
224.1
|
|
|
$
|
127.1
|
|
Other comprehensive earnings:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
|
(2.5
|
)
|
|
16.2
|
|
|
24.9
|
|
|
13.9
|
|
||||
Unrealized (loss) gain on investments in unconsolidated affiliates (2)
|
(2.3
|
)
|
|
4.0
|
|
|
(1.9
|
)
|
|
10.1
|
|
||||
Unrealized (loss) gain on foreign currency translation (3)
|
(1.6
|
)
|
|
0.4
|
|
|
(0.6
|
)
|
|
1.0
|
|
||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)
|
(6.1
|
)
|
|
(3.7
|
)
|
|
(7.3
|
)
|
|
(14.8
|
)
|
||||
Other comprehensive (loss) earnings
|
(12.5
|
)
|
|
16.9
|
|
|
15.1
|
|
|
10.2
|
|
||||
Comprehensive earnings
|
134.4
|
|
|
99.9
|
|
|
239.2
|
|
|
137.3
|
|
||||
Less: Comprehensive (loss) earnings attributable to noncontrolling interests
|
(0.1
|
)
|
|
3.0
|
|
|
2.7
|
|
|
4.6
|
|
||||
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
134.5
|
|
|
$
|
96.9
|
|
|
$
|
236.5
|
|
|
$
|
132.7
|
|
(1)
|
Net of income tax (benefit) expense of $
(1.5) million
and $
9.9 million
for the three-month periods ended
June 30, 2012
and
2011
, respectively, and $
14.6 million
and $
8.5 million
for the
six
-month periods ended
June 30, 2012
and
2011
, respectively.
|
(2)
|
Net of income tax (benefit) expense of $
(1.4) million
and $
2.5 million
for the three-month periods ended
June 30, 2012
and
2011
, respectively, and $
(1.2) million
and $
6.2 million
for the
six
-month periods ended
June 30, 2012
and
2011
, respectively.
|
(3)
|
Net of income tax (benefit) expense of $
(0.9) million
and $
0.2 million
for the three-month periods ended
June 30, 2012
and
2011
, respectively, and $
(0.2) million
and less than $
0.6 million
for the
six
-month periods ended
June 30, 2012
and
2011
, respectively.
|
(4)
|
Net of income tax expense of $
3.5 million
and $
2.3 million
for the three-month periods ended
June 30, 2012
and
2011
, respectively, and $
4.3 million
and $
9.1 million
for the
six
-month periods ended
June 30, 2012
and
2011
, respectively.
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
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|
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Accumulated
|
|
|
|
|
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|
||||||||||||||||||
|
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Additional
|
|
|
|
Other
|
|
|
|
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Treasury Stock
|
|
Noncontrolling
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Earnings (Loss)
|
|
Shares
|
|
Amount
|
|
Interests
|
|
Total Equity
|
||||||||||||||||
Balance, December 31, 2011
|
254.9
|
|
|
$
|
—
|
|
|
$
|
3,798.6
|
|
|
$
|
373.4
|
|
|
$
|
(7.1
|
)
|
|
34.2
|
|
|
$
|
(532.2
|
)
|
|
$
|
23.2
|
|
|
$
|
3,655.9
|
|
Acquisition of O'Charley's
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||||
Exercise of stock options
|
3.7
|
|
|
—
|
|
|
51.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51.1
|
|
|||||||
Treasury stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||||
Tax benefit associated with the exercise of stock options
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments (excluding investments in unconsolidated affiliates)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||||
Other comprehensive earnings — unrealized loss on foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.2
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(62.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62.5
|
)
|
|||||||
Consolidation of previous minority-owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160.7
|
|
|
160.7
|
|
|||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
|
(5.3
|
)
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
221.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
224.1
|
|
|||||||
Balance, June 30, 2012
|
258.6
|
|
|
$
|
—
|
|
|
$
|
3,866.0
|
|
|
$
|
532.3
|
|
|
$
|
8.0
|
|
|
34.3
|
|
|
$
|
(534.8
|
)
|
|
$
|
181.3
|
|
|
$
|
4,052.8
|
|
|
Six months ended June 30,
|
||||||
|
|||||||
|
2012
|
|
2011
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
224.1
|
|
|
$
|
127.1
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
43.0
|
|
|
39.8
|
|
||
Equity in earnings of unconsolidated affiliates
|
(7.8
|
)
|
|
(4.0
|
)
|
||
Gain on sales of investments and other assets, net
|
(7.9
|
)
|
|
(21.8
|
)
|
||
Gain on consolidation of O'Charley's, Inc. and American Blue Ribbon Holdings, LLC
|
(71.4
|
)
|
|
—
|
|
||
Stock-based compensation cost
|
11.2
|
|
|
13.2
|
|
||
Tax benefit associated with the exercise of stock options
|
(4.7
|
)
|
|
—
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net increase in pledged cash, pledged investments, and secured trust deposits
|
(7.0
|
)
|
|
(3.2
|
)
|
||
Net (increase) decrease in trade receivables
|
(36.5
|
)
|
|
11.5
|
|
||
Net decrease in prepaid expenses and other assets
|
(13.1
|
)
|
|
3.5
|
|
||
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
|
(17.3
|
)
|
|
(120.0
|
)
|
||
Net decrease in reserve for title claim losses
|
(37.6
|
)
|
|
(117.9
|
)
|
||
Net change in income taxes
|
117.5
|
|
|
58.7
|
|
||
Net cash provided by (used in) operating activities
|
192.5
|
|
|
(13.1
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities available for sale
|
257.1
|
|
|
426.5
|
|
||
Proceeds from sale of Sedgwick CMS
|
—
|
|
|
32.0
|
|
||
Proceeds from calls and maturities of investment securities available for sale
|
158.0
|
|
|
297.4
|
|
||
Proceeds from sale of other assets
|
2.3
|
|
|
3.8
|
|
||
Cash received as collateral on loaned securities, net
|
0.9
|
|
|
0.7
|
|
||
Additions to property and equipment
|
(26.6
|
)
|
|
(17.4
|
)
|
||
Additions to capitalized software
|
(3.1
|
)
|
|
(4.1
|
)
|
||
Purchases of investment securities available for sale
|
(470.5
|
)
|
|
(762.2
|
)
|
||
Net (purchases of) proceeds from short-term investment securities
|
(13.3
|
)
|
|
66.4
|
|
||
Contributions to investments in unconsolidated affiliates
|
—
|
|
|
(26.0
|
)
|
||
Distributions from unconsolidated affiliates
|
3.0
|
|
|
0.9
|
|
||
Net other investing activities
|
—
|
|
|
(5.0
|
)
|
||
Acquisition of O'Charley's, Inc. and American Blue Ribbon Holdings, LLC, net of cash acquired
|
(122.2
|
)
|
|
—
|
|
||
Proceeds from sale of personal lines insurance business
|
119.0
|
|
|
—
|
|
||
Other acquisitions/disposals of businesses, net of cash acquired
|
(14.6
|
)
|
|
(0.3
|
)
|
||
Net cash (used in) provided by investing activities
|
(110.0
|
)
|
|
12.7
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
235.0
|
|
|
—
|
|
||
Debt service payments
|
(200.0
|
)
|
|
(0.3
|
)
|
||
Dividends paid
|
(61.5
|
)
|
|
(53.0
|
)
|
||
Subsidiary dividends paid to noncontrolling interest shareholders
|
(5.3
|
)
|
|
(1.0
|
)
|
||
Exercise of stock options
|
51.1
|
|
|
3.3
|
|
||
Debt issuance costs
|
(5.2
|
)
|
|
—
|
|
||
Tax benefit associated with the exercise of stock options
|
4.7
|
|
|
—
|
|
||
Purchases of treasury stock
|
(2.6
|
)
|
|
(11.2
|
)
|
||
Net cash provided by (used in) financing activities
|
16.2
|
|
|
(62.2
|
)
|
||
Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
98.7
|
|
|
(62.6
|
)
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period
|
504.4
|
|
|
434.6
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period
|
$
|
603.1
|
|
|
$
|
372.0
|
|
Supplemental cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
6.6
|
|
|
$
|
13.5
|
|
Interest paid
|
$
|
26.0
|
|
|
$
|
26.2
|
|
•
|
Technology (“IT”) and data processing services from FIS. These agreements govern IT support services provided to us by FIS, primarily consisting of infrastructure support and data center management. Subject to certain early termination provisions (including the payment of minimum monthly service and termination fees), the agreement expires on or about June 30, 2013 with an option to renew for one or two additional years.
|
•
|
Administrative corporate support and cost-sharing services to FIS. We have provided certain administrative corporate
|
•
|
Real estate management and lease agreements. Included in our revenues are amounts received related to leases or subleases of certain office space and furnishings to FIS.
|
|
Three months ended
June 30, 2012 |
|
Three months ended
June 30, 2011 |
|
Six months ended
June 30, 2012 |
|
Six months ended
June 30, 2011 |
||||||||
|
(In millions)
|
||||||||||||||
Corporate services and cost-sharing revenue
|
$
|
1.2
|
|
|
$
|
1.3
|
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
Data processing expense
|
(7.6
|
)
|
|
(9.1
|
)
|
|
(16.6
|
)
|
|
(18.5
|
)
|
||||
Net expense
|
$
|
(6.4
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
(16.1
|
)
|
Fair value of our investment in O'Charley's and ABRH prior to consolidation
|
$
|
123.3
|
|
Net cash paid for majority ownership in O'Charley's and ABRH
|
122.2
|
|
|
|
$
|
245.5
|
|
Trade and notes receivables, net of allowance for doubtful accounts
|
$
|
11.3
|
|
Prepaid expenses and other assets
|
79.9
|
|
|
Property and equipment
|
283.2
|
|
|
Other intangible assets
|
98.4
|
|
|
Goodwill
|
106.9
|
|
|
Total assets
|
579.7
|
|
|
Total liabilities
|
173.5
|
|
|
Net assets acquired
|
406.2
|
|
|
Less: noncontrolling interest
|
(160.7
|
)
|
|
|
$
|
245.5
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||||||
Total revenues
|
|
$
|
1,700.4
|
|
|
$
|
1,523.2
|
|
|
$
|
3,288.5
|
|
|
$
|
3,044.8
|
|
Net earnings attributable to FNF common shareholders
|
|
106.5
|
|
|
80.2
|
|
|
185.3
|
|
|
122.6
|
|
The following table presents the computation of basic and diluted earnings per share:
|
|||||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Basic and diluted net earnings from continuing operations attributable to FNF common shareholders
|
$
|
143.8
|
|
|
$
|
78.4
|
|
|
$
|
215.5
|
|
|
$
|
117.3
|
|
Basic and diluted net earnings from discontinued operations attributable to FNF common shareholders
|
3.2
|
|
|
1.6
|
|
|
5.9
|
|
|
5.2
|
|
||||
Basic and diluted net earnings attributable to FNF common shareholders
|
$
|
147.0
|
|
|
$
|
80.0
|
|
|
$
|
221.4
|
|
|
$
|
122.5
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding during the period, basic basis
|
220.5
|
|
|
220.7
|
|
|
219.6
|
|
|
220.7
|
|
||||
Plus: Common stock equivalent shares assumed from conversion of options
|
4.9
|
|
|
3.8
|
|
|
4.7
|
|
|
3.3
|
|
||||
Weighted average shares outstanding during the period, diluted basis
|
225.4
|
|
|
224.5
|
|
|
224.3
|
|
|
224.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net earnings per share from continuing operations attributable to FNF common shareholders
|
$
|
0.66
|
|
|
$
|
0.35
|
|
|
$
|
0.98
|
|
|
$
|
0.54
|
|
Basic net earnings per share from discontinued operations attributable to FNF common shareholders
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
0.02
|
|
||||
Basic earnings per share attributable to FNF common shareholders
|
$
|
0.67
|
|
|
$
|
0.36
|
|
|
$
|
1.01
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net earnings per share from continuing operations attributable to FNF common shareholders
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
$
|
0.96
|
|
|
$
|
0.53
|
|
Diluted net earnings per share from discontinued operations attributable to FNF common shareholders
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|
0.02
|
|
||||
Diluted earnings per share attributable to FNF common shareholders
|
$
|
0.65
|
|
|
$
|
0.36
|
|
|
$
|
0.99
|
|
|
$
|
0.55
|
|
|
June 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
154.6
|
|
|
$
|
—
|
|
|
$
|
154.6
|
|
State and political subdivisions
|
—
|
|
|
1,297.9
|
|
|
—
|
|
|
1,297.9
|
|
||||
Corporate debt securities
|
—
|
|
|
1,544.0
|
|
|
—
|
|
|
1,544.0
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
170.7
|
|
|
—
|
|
|
170.7
|
|
||||
Foreign government bonds
|
—
|
|
|
45.8
|
|
|
—
|
|
|
45.8
|
|
||||
Preferred stock available for sale
|
42.6
|
|
|
80.2
|
|
|
—
|
|
|
122.8
|
|
||||
Equity securities available for sale
|
112.0
|
|
|
—
|
|
|
—
|
|
|
112.0
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
39.2
|
|
|
39.2
|
|
||||
Total
|
$
|
154.6
|
|
|
$
|
3,293.2
|
|
|
$
|
39.2
|
|
|
$
|
3,487.0
|
|
|
December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale (1):
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
174.6
|
|
|
$
|
—
|
|
|
$
|
174.6
|
|
State and political subdivisions
|
—
|
|
|
1,439.5
|
|
|
—
|
|
|
1,439.5
|
|
||||
Corporate debt securities
|
—
|
|
|
1,569.1
|
|
|
—
|
|
|
1,569.1
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
226.7
|
|
|
—
|
|
|
226.7
|
|
||||
Foreign government bonds
|
—
|
|
|
47.1
|
|
|
—
|
|
|
47.1
|
|
||||
Preferred stock available for sale (2)
|
14.2
|
|
|
71.4
|
|
|
—
|
|
|
85.6
|
|
||||
Equity securities available for sale
|
105.7
|
|
|
—
|
|
|
—
|
|
|
105.7
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
40.8
|
|
|
40.8
|
|
||||
Total
|
$
|
119.9
|
|
|
$
|
3,528.4
|
|
|
$
|
40.8
|
|
|
$
|
3,689.1
|
|
Balance, December 31, 2011
|
$
|
40.8
|
|
Net realized loss
|
(1.6
|
)
|
|
Balance, June 30, 2012
|
$
|
39.2
|
|
|
June 30, 2012
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
154.6
|
|
|
$
|
144.3
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
154.6
|
|
State and political subdivisions
|
1,297.9
|
|
|
1,233.5
|
|
|
64.5
|
|
|
(0.1
|
)
|
|
1,297.9
|
|
|||||
Corporate debt securities
|
1,544.0
|
|
|
1,506.0
|
|
|
58.9
|
|
|
(20.9
|
)
|
|
1,544.0
|
|
|||||
Foreign government bonds
|
45.8
|
|
|
44.4
|
|
|
1.4
|
|
|
—
|
|
|
45.8
|
|
|||||
Mortgage-backed/asset-backed securities
|
170.7
|
|
|
161.3
|
|
|
9.4
|
|
|
—
|
|
|
170.7
|
|
|||||
Preferred stock available for sale
|
122.8
|
|
|
118.6
|
|
|
4.8
|
|
|
(0.6
|
)
|
|
122.8
|
|
|||||
Equity securities available for sale
|
112.0
|
|
|
75.3
|
|
|
38.6
|
|
|
(1.9
|
)
|
|
112.0
|
|
|||||
Total
|
$
|
3,447.8
|
|
|
$
|
3,283.4
|
|
|
$
|
187.9
|
|
|
$
|
(23.5
|
)
|
|
$
|
3,447.8
|
|
|
December 31, 2011
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
159.1
|
|
|
$
|
148.2
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
|
$
|
159.1
|
|
State and political subdivisions
|
1,330.1
|
|
|
1,266.1
|
|
|
64.1
|
|
|
(0.1
|
)
|
|
1,330.1
|
|
|||||
Corporate debt securities
|
1,463.4
|
|
|
1,442.7
|
|
|
48.3
|
|
|
(27.6
|
)
|
|
1,463.4
|
|
|||||
Foreign government bonds
|
46.0
|
|
|
44.2
|
|
|
1.8
|
|
|
—
|
|
|
46.0
|
|
|||||
Mortgage-backed/asset-backed securities
|
201.6
|
|
|
191.8
|
|
|
9.8
|
|
|
—
|
|
|
201.6
|
|
|||||
Preferred stock available for sale
|
71.4
|
|
|
74.8
|
|
|
0.4
|
|
|
(3.8
|
)
|
|
71.4
|
|
|||||
Equity securities available for sale
|
105.7
|
|
|
83.2
|
|
|
25.5
|
|
|
(3.0
|
)
|
|
105.7
|
|
|||||
Total
|
$
|
3,377.3
|
|
|
$
|
3,251.0
|
|
|
$
|
160.8
|
|
|
$
|
(34.5
|
)
|
|
$
|
3,377.3
|
|
|
|
June 30, 2012
|
||||||||||||
|
|
Amortized
|
|
% of
|
|
Fair
|
|
% of
|
||||||
Maturity
|
|
Cost
|
|
Total
|
|
Value
|
|
Total
|
||||||
|
|
(Dollars in millions)
|
||||||||||||
One year or less
|
|
$
|
351.9
|
|
|
11.4
|
%
|
|
$
|
355.6
|
|
|
11.1
|
%
|
After one year through five years
|
|
1,510.5
|
|
|
48.9
|
|
|
1,564.9
|
|
|
48.7
|
|
||
After five years through ten years
|
|
1,034.0
|
|
|
33.5
|
|
|
1,088.9
|
|
|
33.9
|
|
||
After ten years
|
|
31.8
|
|
|
1.0
|
|
|
32.9
|
|
|
1.0
|
|
||
Mortgage-backed/asset-backed securities
|
|
161.3
|
|
|
5.2
|
|
|
170.7
|
|
|
5.3
|
|
||
Total
|
|
$
|
3,089.5
|
|
|
100.0
|
%
|
|
$
|
3,213.0
|
|
|
100.0
|
%
|
Subject to call
|
|
$
|
1,483.8
|
|
|
48.0
|
%
|
|
$
|
1,528.5
|
|
|
47.6
|
%
|
June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
State and political subdivisions
|
$
|
9.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
(0.1
|
)
|
Corporate debt securities
|
195.8
|
|
|
(14.5
|
)
|
|
35.2
|
|
|
(6.4
|
)
|
|
231.0
|
|
|
(20.9
|
)
|
||||||
Preferred stock available for sale
|
—
|
|
|
—
|
|
|
9.8
|
|
|
(0.6
|
)
|
|
9.8
|
|
|
(0.6
|
)
|
||||||
Equity securities available for sale
|
7.4
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
(1.9
|
)
|
||||||
Total temporarily impaired securities
|
$
|
212.5
|
|
|
$
|
(16.5
|
)
|
|
$
|
45.0
|
|
|
$
|
(7.0
|
)
|
|
$
|
257.5
|
|
|
$
|
(23.5
|
)
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
State and political subdivisions
|
$
|
10.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.6
|
|
|
$
|
(0.1
|
)
|
Corporate debt securities
|
339.0
|
|
|
(26.6
|
)
|
|
7.3
|
|
|
(1.0
|
)
|
|
346.3
|
|
|
(27.6
|
)
|
||||||
Preferred stock available for sale
|
52.9
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
52.9
|
|
|
(3.8
|
)
|
||||||
Equity securities available for sale
|
16.1
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
(3.0
|
)
|
||||||
Total temporarily impaired securities
|
$
|
418.6
|
|
|
$
|
(33.5
|
)
|
|
$
|
7.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
425.9
|
|
|
$
|
(34.5
|
)
|
|
|
Three months ended
June 30, 2012 |
|
Six months ended
June 30, 2012 |
||||||||||||||||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||||||||||
|
|
(Dollars in millions)
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
2.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.6
|
|
|
$
|
163.6
|
|
|
$
|
4.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
4.8
|
|
|
$
|
409.9
|
|
Preferred stock available for sale
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
5.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
5.2
|
|
||||||||
Other long-term investments
|
|
|
|
|
|
(2.2
|
)
|
|
—
|
|
|
|
|
|
|
(1.9
|
)
|
|
—
|
|
||||||||||||
Gain on consolidation of O'Charley's and ABRH
|
|
|
|
|
|
72.5
|
|
|
—
|
|
|
|
|
|
|
72.5
|
|
|
—
|
|
||||||||||||
Other assets
|
|
|
|
|
|
(7.0
|
)
|
|
—
|
|
|
|
|
|
|
(5.5
|
)
|
|
2.3
|
|
||||||||||||
Total
|
|
|
|
|
|
$
|
66.1
|
|
|
$
|
168.8
|
|
|
|
|
|
|
$
|
70.1
|
|
|
$
|
417.4
|
|
|
|
Three months ended
June 30, 2011 |
|
Six months ended
June 30, 2011 |
||||||||||||||||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||||||||||
|
|
(Dollars in millions)
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
5.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
4.8
|
|
|
$
|
296.8
|
|
|
$
|
21.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
20.5
|
|
|
$
|
686.6
|
|
Preferred stock available for sale
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
16.0
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
21.0
|
|
||||||||
Equity securities available for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
16.3
|
|
||||||||
Other long-term investments
|
|
|
|
|
|
(0.9
|
)
|
|
32.0
|
|
|
|
|
|
|
2.2
|
|
|
32.0
|
|
||||||||||||
Other assets
|
|
|
|
|
|
(3.2
|
)
|
|
2.1
|
|
|
|
|
|
|
(4.4
|
)
|
|
3.8
|
|
||||||||||||
Total
|
|
|
|
|
|
$
|
0.7
|
|
|
$
|
346.9
|
|
|
|
|
|
|
$
|
20.2
|
|
|
$
|
759.7
|
|
|
Current Ownership
|
|
June 30, 2012
|
|
December 31, 2011
|
|||||
Ceridian
|
33
|
%
|
|
$
|
350.9
|
|
|
$
|
352.8
|
|
Remy
|
46
|
%
|
|
142.6
|
|
|
141.8
|
|
||
Other
|
Various
|
|
|
18.5
|
|
|
51.9
|
|
||
Total
|
|
|
$
|
512.0
|
|
|
$
|
546.5
|
|
|
March 31, 2012
|
|
September 30, 2011
|
||||
|
(In millions)
|
|
(In millions)
|
||||
Total current assets
|
$
|
1,250.6
|
|
|
$
|
1,154.0
|
|
Goodwill and other intangible assets, net
|
4,551.0
|
|
|
4,577.6
|
|
||
Other assets
|
6,570.0
|
|
|
4,259.6
|
|
||
Total assets
|
$
|
12,371.6
|
|
|
$
|
9,991.2
|
|
Current liabilities
|
$
|
980.4
|
|
|
$
|
892.0
|
|
Long-term obligations, less current portion
|
3,441.8
|
|
|
3,451.4
|
|
||
Other long-term liabilities
|
6,875.0
|
|
|
4,566.0
|
|
||
Total liabilities
|
11,297.2
|
|
|
8,909.4
|
|
||
Equity
|
1,074.4
|
|
|
1,081.8
|
|
||
Total liabilities and equity
|
$
|
12,371.6
|
|
|
$
|
9,991.2
|
|
|
Three Months Ended March 31, 2012
|
|
Three Months Ended March 31, 2011
|
|
Six Months Ended March 31, 2012
|
|
Six Months Ended March 31, 2011
|
||||||||
|
(In millions)
|
||||||||||||||
Total revenues
|
$
|
368.1
|
|
|
$
|
377.7
|
|
|
$
|
767.2
|
|
|
$
|
771.5
|
|
Loss before income taxes
|
(9.3
|
)
|
|
(14.0
|
)
|
|
(32.4
|
)
|
|
(18.8
|
)
|
||||
Net loss
|
(7.2
|
)
|
|
(10.5
|
)
|
|
(29.1
|
)
|
|
(10.4
|
)
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
(In millions)
|
||||||
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
$
|
280.8
|
|
|
$
|
279.5
|
|
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
299.8
|
|
|
299.8
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 5.25%, due March 2013
|
236.5
|
|
|
236.4
|
|
||
Revolving Credit Facility, unsecured, unused portion of $750.0 at June 30, 2012, due April 2016 with interest payable monthly at LIBOR + 1.45% (1.69% at June 30, 2012)
|
50.0
|
|
|
100.0
|
|
||
Restaurant Group Term Loan, interest payable monthly at LIBOR + 3.50% (3.74% at June 30, 2012), due May 31, 2017
|
85.0
|
|
|
—
|
|
||
Other
|
0.3
|
|
|
0.1
|
|
||
|
$
|
952.4
|
|
|
$
|
915.8
|
|
2012
|
$
|
3.5
|
|
2013
|
243.9
|
|
|
2014
|
8.5
|
|
|
2015
|
8.5
|
|
|
2016
|
58.5
|
|
|
Thereafter
|
629.5
|
|
|
|
$
|
952.4
|
|
2012 remaining
|
|
$
|
94.4
|
|
2013
|
|
158.0
|
|
|
2014
|
|
129.7
|
|
|
2015
|
|
101.6
|
|
|
2016
|
|
148.8
|
|
|
Thereafter
|
|
390.0
|
|
|
Total future minimum operating lease payments
|
|
$
|
1,022.5
|
|
2012 remaining
|
|
$
|
135.9
|
|
2013
|
|
153.6
|
|
|
2014
|
|
93.7
|
|
|
2015
|
|
72.4
|
|
|
2016
|
|
6.3
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
461.9
|
|
|
Fidelity National
|
|
Restaurant
|
|
Corporate
|
|
|
||||||||
|
Title Group
|
|
Group
|
|
and Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Title premiums
|
$
|
946.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
946.0
|
|
Other revenues
|
419.7
|
|
|
—
|
|
|
15.2
|
|
|
434.9
|
|
||||
Restaurant sales
|
—
|
|
|
252.9
|
|
|
—
|
|
|
252.9
|
|
||||
Revenues from external customers
|
1,365.7
|
|
|
252.9
|
|
|
15.2
|
|
|
1,633.8
|
|
||||
Interest and investment income, including net realized gains and losses
|
35.9
|
|
|
71.4
|
|
|
(4.2
|
)
|
|
103.1
|
|
||||
Total revenues
|
1,401.6
|
|
|
324.3
|
|
|
11.0
|
|
|
1,736.9
|
|
||||
Depreciation and amortization
|
15.8
|
|
|
9.3
|
|
|
0.8
|
|
|
25.9
|
|
||||
Interest expense
|
0.1
|
|
|
0.8
|
|
|
14.5
|
|
|
15.4
|
|
||||
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
192.1
|
|
|
62.7
|
|
|
(31.8
|
)
|
|
223.0
|
|
||||
Income tax expense (benefit)
|
70.5
|
|
|
22.6
|
|
|
(11.8
|
)
|
|
81.3
|
|
||||
Earnings (loss) from continuing operations before equity in earnings of unconsolidated affiliates
|
121.6
|
|
|
40.1
|
|
|
(20.0
|
)
|
|
141.7
|
|
||||
Equity in earnings of unconsolidated affiliates
|
0.3
|
|
|
1.0
|
|
|
0.7
|
|
|
2.0
|
|
||||
Earnings (loss) from continuing operations
|
$
|
121.9
|
|
|
$
|
41.1
|
|
|
$
|
(19.3
|
)
|
|
$
|
143.7
|
|
Assets
|
$
|
6,888.4
|
|
|
$
|
670.8
|
|
|
$
|
953.8
|
|
|
$
|
8,513.0
|
|
Goodwill
|
1,443.2
|
|
|
106.9
|
|
|
18.8
|
|
|
1,568.9
|
|
|
Fidelity National
|
|
Restaurant
|
|
Corporate
|
|
|
||||||||
|
Title Group
|
|
Group
|
|
and Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Title premiums
|
$
|
841.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
841.9
|
|
Other revenues
|
340.5
|
|
|
—
|
|
|
13.3
|
|
|
353.8
|
|
||||
Revenues from external customers
|
1,182.4
|
|
|
—
|
|
|
13.3
|
|
|
1,195.7
|
|
||||
Interest and investment income, including realized gains and losses
|
39.5
|
|
|
—
|
|
|
(1.5
|
)
|
|
38.0
|
|
||||
Total revenues
|
1,221.9
|
|
|
—
|
|
|
11.8
|
|
|
1,233.7
|
|
||||
Depreciation and amortization
|
17.6
|
|
|
—
|
|
|
0.8
|
|
|
18.4
|
|
||||
Interest expense
|
—
|
|
|
—
|
|
|
13.8
|
|
|
13.8
|
|
||||
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
143.7
|
|
|
—
|
|
|
(34.5
|
)
|
|
109.2
|
|
||||
Income tax expense (benefit)
|
51.9
|
|
|
—
|
|
|
(11.5
|
)
|
|
40.4
|
|
||||
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates
|
91.8
|
|
|
—
|
|
|
(23.0
|
)
|
|
68.8
|
|
||||
Equity in earnings (loss) of unconsolidated affiliates
|
1.6
|
|
|
(0.4
|
)
|
|
11.4
|
|
|
12.6
|
|
||||
Earnings (loss) from continuing operations
|
$
|
93.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
(11.6
|
)
|
|
$
|
81.4
|
|
Assets
|
$
|
6,704.3
|
|
|
$
|
31.0
|
|
|
$
|
1,100.0
|
|
|
$
|
7,835.3
|
|
Goodwill
|
1,431.5
|
|
|
—
|
|
|
41.1
|
|
|
1,472.6
|
|
|
Fidelity National
|
|
Restaurant
|
|
Corporate
|
|
|
||||||||
|
Title Group
|
|
Group
|
|
and Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Title premiums
|
$
|
1,713.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,713.9
|
|
Other revenues
|
788.1
|
|
|
—
|
|
|
28.4
|
|
|
816.5
|
|
||||
Restaurant sales
|
—
|
|
|
252.9
|
|
|
—
|
|
|
252.9
|
|
||||
Revenues from external customers
|
2,502.0
|
|
|
252.9
|
|
|
28.4
|
|
|
2,783.3
|
|
||||
Interest and investment income, including realized gains and losses
|
74.6
|
|
|
71.4
|
|
|
(2.5
|
)
|
|
143.5
|
|
||||
Total revenues
|
2,576.6
|
|
|
324.3
|
|
|
25.9
|
|
|
2,926.8
|
|
||||
Depreciation and amortization
|
32.1
|
|
|
9.3
|
|
|
1.5
|
|
|
42.9
|
|
||||
Interest expense
|
0.3
|
|
|
0.8
|
|
|
29.4
|
|
|
30.5
|
|
||||
Earnings (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
321.6
|
|
|
62.7
|
|
|
(55.7
|
)
|
|
328.6
|
|
||||
Income tax expense (benefit)
|
115.9
|
|
|
22.6
|
|
|
(20.3
|
)
|
|
118.2
|
|
||||
Earnings (loss) from continuing operations before equity in earnings of unconsolidated affiliates
|
205.7
|
|
|
40.1
|
|
|
(35.4
|
)
|
|
210.4
|
|
||||
Equity in earnings of unconsolidated affiliates
|
1.9
|
|
|
2.4
|
|
|
3.5
|
|
|
7.8
|
|
||||
Earnings (loss) from continuing operations
|
$
|
207.6
|
|
|
$
|
42.5
|
|
|
$
|
(31.9
|
)
|
|
$
|
218.2
|
|
Assets
|
$
|
6,888.4
|
|
|
$
|
670.8
|
|
|
$
|
953.8
|
|
|
$
|
8,513.0
|
|
Goodwill
|
1,443.2
|
|
|
106.9
|
|
|
18.8
|
|
|
1,568.9
|
|
|
Fidelity National
|
|
Restaurant
|
|
Corporate
|
|
|
||||||||
|
Title Group
|
|
Group
|
|
and Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Title premiums
|
$
|
1,588.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,588.1
|
|
Other revenues
|
664.5
|
|
|
—
|
|
|
21.8
|
|
|
686.3
|
|
||||
Revenues from external customers
|
2,252.6
|
|
|
—
|
|
|
21.8
|
|
|
2,274.4
|
|
||||
Interest and investment income, including realized gains and losses
|
91.5
|
|
|
—
|
|
|
(0.3
|
)
|
|
91.2
|
|
||||
Total revenues
|
2,344.1
|
|
|
—
|
|
|
21.5
|
|
|
2,365.6
|
|
||||
Depreciation and amortization
|
36.6
|
|
|
—
|
|
|
1.5
|
|
|
38.1
|
|
||||
Interest expense
|
0.8
|
|
|
—
|
|
|
27.3
|
|
|
28.1
|
|
||||
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
250.0
|
|
|
—
|
|
|
(63.7
|
)
|
|
186.3
|
|
||||
Income tax expense (benefit)
|
89.9
|
|
|
—
|
|
|
(21.5
|
)
|
|
68.4
|
|
||||
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates
|
160.1
|
|
|
—
|
|
|
(42.2
|
)
|
|
117.9
|
|
||||
Equity in earnings (loss) of unconsolidated affiliates
|
2.6
|
|
|
(0.1
|
)
|
|
1.5
|
|
|
4.0
|
|
||||
Earnings (loss) from continuing operations
|
$
|
162.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
(40.7
|
)
|
|
$
|
121.9
|
|
Assets
|
$
|
6,704.3
|
|
|
$
|
31.0
|
|
|
$
|
1,100.0
|
|
|
$
|
7,835.3
|
|
Goodwill
|
1,431.5
|
|
|
—
|
|
|
41.1
|
|
|
1,472.6
|
|
•
|
Fidelity National Title Group.
This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title related services including collection and trust activities, trustee’s sales guarantees, recordings and reconveyances, and home warranty insurance.
|
•
|
Restaurant Group.
The restaurant group segment consists of the operations of ABRH, in which we have a 55% ownership interest. ABRH is the owner and operator of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Stoney River Legendary Steaks concepts.
|
•
|
Corporate and Other.
The corporate and other segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, other smaller operations, and our share in the operations of certain equity investments, including Ceridian and Remy.
|
•
|
when mortgage interest rates are high or increasing;
|
•
|
when the mortgage funding supply is limited; and
|
•
|
when the United States economy is weak, including during high unemployment levels.
|
Consolidated Results of Operations
|
|||||||||||||||
Net Earnings.
The following table presents certain financial data for the periods indicated:
|
|||||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Direct title insurance premiums
|
$
|
427.5
|
|
|
$
|
357.2
|
|
|
$
|
781.5
|
|
|
$
|
680.1
|
|
Agency title insurance premiums
|
518.5
|
|
|
484.7
|
|
|
932.4
|
|
|
908.0
|
|
||||
Escrow, title-related and other fees
|
434.9
|
|
|
353.8
|
|
|
816.5
|
|
|
686.3
|
|
||||
Restaurant revenue
|
252.9
|
|
|
—
|
|
|
252.9
|
|
|
—
|
|
||||
Interest and investment income
|
37.0
|
|
|
37.3
|
|
|
73.4
|
|
|
71.0
|
|
||||
Realized gains and losses, net
|
66.1
|
|
|
0.7
|
|
|
70.1
|
|
|
20.2
|
|
||||
Total revenues
|
1,736.9
|
|
|
1,233.7
|
|
|
2,926.8
|
|
|
2,365.6
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
450.0
|
|
|
389.2
|
|
|
857.6
|
|
|
772.8
|
|
||||
Agent commissions
|
395.9
|
|
|
379.1
|
|
|
711.5
|
|
|
706.8
|
|
||||
Other operating expenses
|
334.3
|
|
|
266.6
|
|
|
609.5
|
|
|
525.3
|
|
||||
Cost of restaurant revenue
|
215.4
|
|
|
—
|
|
|
215.4
|
|
|
—
|
|
||||
Depreciation and amortization
|
25.9
|
|
|
18.4
|
|
|
42.9
|
|
|
38.1
|
|
||||
Provision for title claim losses
|
77.0
|
|
|
57.4
|
|
|
130.8
|
|
|
108.2
|
|
||||
Interest expense
|
15.4
|
|
|
13.8
|
|
|
30.5
|
|
|
28.1
|
|
||||
Total expenses
|
1,513.9
|
|
|
1,124.5
|
|
|
2,598.2
|
|
|
2,179.3
|
|
||||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
223.0
|
|
|
109.2
|
|
|
328.6
|
|
|
186.3
|
|
||||
Income tax expense
|
81.3
|
|
|
40.4
|
|
|
118.2
|
|
|
68.4
|
|
||||
Equity in earnings of unconsolidated affiliates
|
2.0
|
|
|
12.6
|
|
|
7.8
|
|
|
4.0
|
|
||||
Net earnings from continuing operations
|
$
|
143.7
|
|
|
$
|
81.4
|
|
|
$
|
218.2
|
|
|
$
|
121.9
|
|
Orders opened by direct title operations
|
667,500
|
|
|
514,000
|
|
|
1,318,600
|
|
|
1,002,100
|
|
||||
Orders closed by direct title operations
|
459,300
|
|
|
353,200
|
|
|
868,800
|
|
|
724,000
|
|
Fidelity National Title Group
|
|
|
|
|
|
|
|
||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Direct title insurance premiums
|
$
|
427.5
|
|
|
$
|
357.2
|
|
|
$
|
781.5
|
|
|
$
|
680.1
|
|
Agency title insurance premiums
|
518.5
|
|
|
484.7
|
|
|
932.4
|
|
|
908.0
|
|
||||
Escrow, title related and other fees
|
419.7
|
|
|
340.5
|
|
|
788.1
|
|
|
664.5
|
|
||||
Interest and investment income
|
35.3
|
|
|
37.2
|
|
|
70.0
|
|
|
70.8
|
|
||||
Realized gains and losses, net
|
0.6
|
|
|
2.3
|
|
|
4.6
|
|
|
20.7
|
|
||||
Total revenues
|
1,401.6
|
|
|
1,221.9
|
|
|
2,576.6
|
|
|
2,344.1
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
431.5
|
|
|
373.9
|
|
|
832.1
|
|
|
743.6
|
|
||||
Other operating expenses
|
289.2
|
|
|
250.2
|
|
|
548.2
|
|
|
498.1
|
|
||||
Agent commissions
|
395.9
|
|
|
379.1
|
|
|
711.5
|
|
|
706.8
|
|
||||
Depreciation and amortization
|
15.8
|
|
|
17.6
|
|
|
32.1
|
|
|
36.6
|
|
||||
Provision for title claim losses
|
77.0
|
|
|
57.4
|
|
|
130.8
|
|
|
108.2
|
|
||||
Interest expense
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
0.8
|
|
||||
Total expenses
|
1,209.5
|
|
|
1,078.2
|
|
|
2,255.0
|
|
|
2,094.1
|
|
||||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
192.1
|
|
|
$
|
143.7
|
|
|
$
|
321.6
|
|
|
$
|
250.0
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||
|
2012
|
|
%
|
|
2011
|
|
%
|
|
2012
|
|
%
|
|
2011
|
|
%
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Agent premiums
|
$
|
518.5
|
|
|
100.0
|
%
|
|
$
|
484.7
|
|
|
100.0
|
%
|
|
$
|
932.4
|
|
|
100.0
|
%
|
|
$
|
908.0
|
|
|
100.0
|
%
|
Agent commissions
|
395.9
|
|
|
76.4
|
%
|
|
379.1
|
|
|
78.2
|
%
|
|
711.5
|
|
|
76.3
|
%
|
|
706.8
|
|
|
77.8
|
%
|
||||
Net retained agent premiums
|
$
|
122.6
|
|
|
23.6
|
%
|
|
$
|
105.6
|
|
|
21.8
|
%
|
|
$
|
220.9
|
|
|
23.7
|
%
|
|
$
|
201.2
|
|
|
22.2
|
%
|
Restaurant Group
|
|
||
|
Three and six months ended
|
||
|
June 30, 2012
|
||
|
(In millions)
|
||
Revenues:
|
|
||
Restaurant revenue
|
$
|
252.9
|
|
Realized gains and losses, net
|
71.4
|
|
|
Total revenues
|
324.3
|
|
|
Expenses:
|
|
||
Personnel costs
|
8.3
|
|
|
Cost of restaurant revenue
|
215.4
|
|
|
Other operating expenses
|
27.8
|
|
|
Depreciation and amortization
|
9.3
|
|
|
Interest expense
|
0.8
|
|
|
Total expenses
|
261.6
|
|
|
Earnings from continuing operations before income taxes
|
$
|
62.7
|
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
ABRH Term Loan
|
|
$
|
3.2
|
|
|
$
|
7.4
|
|
|
$
|
8.5
|
|
|
$
|
8.5
|
|
|
$
|
8.5
|
|
|
$
|
48.9
|
|
|
$
|
85.0
|
|
Unconditional purchase obligations of the restaurant group
|
|
135.9
|
|
|
153.6
|
|
|
93.7
|
|
|
72.4
|
|
|
6.3
|
|
|
—
|
|
|
461.9
|
|
|||||||
Operating lease payments of the restaurant group
|
|
33.0
|
|
|
65.3
|
|
|
62.6
|
|
|
58.6
|
|
|
54.7
|
|
|
375.9
|
|
|
650.1
|
|
|||||||
Total
|
|
$
|
172.1
|
|
|
$
|
226.3
|
|
|
$
|
164.8
|
|
|
$
|
139.5
|
|
|
$
|
69.5
|
|
|
$
|
424.8
|
|
|
$
|
1,197.0
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1)
|
|
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
4/1/2012 - 4/30/2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,621,488
|
|
5/1/2012 - 5/31/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,621,488
|
|
|
6/1/2012 - 6/30-2012
|
|
135,000
|
|
|
19.05
|
|
|
135,000
|
|
|
4,486,488
|
|
|
Total
|
|
135,000
|
|
|
$
|
19.05
|
|
|
135,000
|
|
|
|
(1)
|
On July 21, 2009, our Board of Directors approved a three-year stock repurchase program. Under the stock repurchase program, we can repurchase up to 15 million shares or our common stock. On January 27, 2011, our Board of Directors approved an increase of 5 million shares that may be repurchased under the program.
|
(2)
|
As of the last day of the applicable month.
|
10.1
|
|
Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett, effective as of July 1, 2012.
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement between the Registrant and William P. Foley, II effective as of July 16, 2012.
|
|
|
|
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
|
|
The following materials from Fidelity National Financial's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
Date:
|
July 27, 2012
|
FIDELITY NATIONAL FINANCIAL, INC.
(registrant)
|
|
|
|
|
By:
|
/s/ Anthony J. Park
|
|
|
|
|
Anthony J. Park
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Exhibit
|
|
|
No.
|
|
Description
|
10.1
|
|
Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett, effective as of July 1, 2012.
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement between the Registrant and William P. Foley, II effective as of July 16, 2012.
|
|
|
|
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
|
|
The following materials from Fidelity National Financial's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
(d)
|
an annual incentive bonus opportunity under the Company's annual incentive plan (“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee (“Annual Bonus”). The Employee's target Annual Bonus under the Annual Bonus Plan shall be no less than 225% of the Employee's Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Employee's Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee's express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15
th
first following the calendar year to which the Annual Bonus relates; and”
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ George P. Scanlon
|
|
|
George P. Scanlon
Chief Executive Officer |
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Anthony J. Park
|
|
|
Anthony J. Park
Chief Financial Officer
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ George P. Scanlon
|
|
|
George P. Scanlon
|
|
|
Chief Executive Officer
|
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Anthony J. Park
|
|
|
Anthony J. Park
|
|
|
Chief Financial Officer
|
|