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(Mark One)
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R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2012
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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 No.)
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601 Riverside Avenue
Jacksonville, Florida 32204
(Address of principal executive offices, including zip code)
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(904) 854-8100
(Registrant’s telephone number,
including area code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
Number
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Item 1.
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Business
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•
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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.
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Remy.
This segment consists of the operations of Remy, in which we have a 51% ownership interest. Remy is a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.
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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. This segment also includes the recently acquired J. Alexander's.
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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.
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Autonomy and entrepreneurship;
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Bias for action;
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Customer-oriented and motivated;
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Minimize bureaucracy;
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Employee ownership; and
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Highest standard of conduct.
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Continue to operate multiple title brands independently
. We believe that in order to maintain and strengthen our title insurance customer base, we must operate our strongest brands in a given marketplace independently of each other. Our national and regional brands include Fidelity National Title, Chicago Title, Commonwealth Land Title, Lawyers Title, Ticor Title, and Alamo Title. In our largest markets, we operate multiple brands. This approach allows us to continue to attract customers who identify with a particular brand and allows us to utilize a broader base of local agents and local operations than we would have with a single consolidated brand.
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Consistently deliver superior customer service.
We believe customer service and consistent product delivery are the most important factors in attracting and retaining customers. Our ability to provide superior customer service and consistent product delivery requires continued focus on providing high quality service and products at competitive prices. Our goal is to continue to improve the experience of our customers, in all aspects of our business.
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Manage our operations successfully through business cycles
. We operate in a cyclical industry and our ability to diversify our revenue base within our core title insurance business and manage the duration of our investments may allow us to better operate in this cyclical business. Maintaining a broad geographic revenue base, utilizing both direct and independent agency operations and pursuing both residential and commercial title insurance business help diversify our title insurance revenues. We continue to monitor, evaluate and execute upon the consolidation of administrative functions, legal entity structure, and office consolidation, as necessary, to respond to the continually changing marketplace. We maintain shorter durations on our investment portfolio to mitigate our interest rate risk. A more detailed discussion of our investment strategies is included in “Investment Policies and Investment Portfolio.”
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Continue to improve our products and technology.
As a national provider of real estate transaction products and services, we participate in an industry that is subject to significant change, frequent new product and service introductions and evolving industry standards. We believe that our future success will depend in part on our ability to anticipate industry changes and offer products and services that meet evolving industry standards. In connection with our service offerings, we are continuing to deploy new information system technologies to our direct and agency operations. We expect to improve the process of ordering title and escrow services and improve the delivery of our products to our customers.
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Maintain values supporting our strategy.
We believe that our continued focus on and support of our long-established corporate culture will reinforce and support our business strategy. Our goal is to foster and support a corporate culture where our employees and agents seek to operate independently and profitably at the local level while forming close customer relationships by meeting customer needs and improving customer service. Utilizing a relatively flat managerial structure and providing our employees with a sense of individual ownership supports this goal.
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Effectively manage costs based on economic factors.
We believe that our focus on our operating margins is essential to our continued success in the title insurance business. Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where economic conditions dictate. This continual focus on our cost structure helps us to better maintain our operating margins.
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Building on market-leading positions in commercial vehicle products by producing durable, high-output starters and alternators for commercial vehicles in both original equipment ("OE") and aftermarket.
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Commitment to expanding manufacturing in growth markets in Asia and South America.
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Continue to invest in hybrid electric motors for commercial vehicles.
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Continue to leverage the benefits of having an OE and aftermarket presence, seeking to provide our aftermarket customers with new products faster than competitors and providing its OE business with useful knowledge regarding long-term product performance and durability.
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Continue to provide value-added services that enhance customer performance, including category management services that strengthen its customer relationships, support customer growth and improve product category profitability.
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Selectively pursue strategic partnerships and acquisitions that leverage its core competencies.
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The customer, typically a real estate salesperson or broker, escrow agent, attorney or lender, places an order for a title policy.
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Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.
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After the relevant historical data on the property is compiled, the title officer prepares a preliminary report that documents the current status of title to the property, any exclusions, exceptions and/or limitations that the title company might include in the policy, and specific issues that need to be addressed and resolved by the parties to the transaction before the title policy will be issued.
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The preliminary report is circulated to all the parties for satisfaction of any specific issues.
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After the specific issues identified in the preliminary report are satisfied, an escrow agent closes the transaction in accordance with the instructions of the parties and the title company’s conditions.
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Once the transaction is closed and all monies have been released, the title company issues a title insurance policy.
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higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;
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continuity of service levels to a broad range of customers; and
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additional sources of income through escrow and closing services.
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Year Ended December 31,
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2012
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2011
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2010
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Amount
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%
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Amount
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%
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Amount
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%
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(Dollars in millions)
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Direct
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$
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1,736.0
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45.2
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%
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$
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1,431.5
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43.9
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%
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$
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1,404.5
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38.6
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%
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Agency
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2,100.5
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54.8
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1,829.6
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56.1
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2,236.7
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61.4
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Total title insurance premiums
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$
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3,836.5
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100.0
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%
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$
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3,261.1
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100.0
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%
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$
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3,641.2
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100.0
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%
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Year Ended December 31,
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2012
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2011
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2010
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Amount
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%
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Amount
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%
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Amount
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%
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(Dollars in millions)
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California
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$
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659.6
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17.2
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%
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$
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515.3
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15.8
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%
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$
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570.0
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15.7
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%
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Texas
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495.5
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12.9
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401.2
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12.3
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412.1
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11.3
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New York
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282.2
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7.4
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262.9
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8.0
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284.4
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7.8
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Florida
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258.5
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6.7
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214.2
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6.6
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226.5
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6.2
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Illinois
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183.8
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4.8
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149.2
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4.6
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156.9
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4.3
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All others
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1,956.9
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51.0
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1,718.3
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52.7
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1,991.3
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54.7
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Totals
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$
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3,836.5
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100.0
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%
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$
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3,261.1
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100.0
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%
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$
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3,641.2
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100.0
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%
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2012
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United States
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66.0
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%
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Asia Pacific
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20.0
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%
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Europe
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8.8
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%
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South America
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4.2
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%
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Mexico
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0.5
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%
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Canada
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0.5
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%
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Total
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100.0
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%
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10% of the insurer’s statutory surplus as of the immediately prior year end; or
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the statutory net income of the insurer during the prior calendar year.
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S&P
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Moody’s
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A.M. Best
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FNF family of companies
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A-
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A3
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A-
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Alamo Title Insurance
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A’
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Chicago Title Insurance Company
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A”
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Commonwealth Land Title Insurance Company
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A
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Fidelity National Title Insurance Company
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A’
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December 31,
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2012
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2011
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Amortized
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% of
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Fair
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% of
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Amortized
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% of
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Fair
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% of
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Rating(1)
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Cost
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Total
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Value
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Total
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Cost
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Total
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Value
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Total
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(Dollars in millions)
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Aaa/AAA
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$
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439.3
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13.7
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%
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$
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464.2
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13.8
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%
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$
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534.7
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17.3
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%
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$
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565.1
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17.7
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%
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Aa/AA
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1,005.3
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31.4
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1,054.0
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31.4
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1,084.8
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35.1
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1,139.5
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35.6
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A
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799.2
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24.9
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843.1
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25.1
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728.2
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23.5
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759.0
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23.7
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Baa/BBB
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721.7
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22.5
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758.1
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22.6
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505.7
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16.3
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516.2
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16.1
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Ba/BB/B
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200.0
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6.2
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203.1
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6.1
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159.6
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5.2
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153.4
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4.8
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Lower
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13.8
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0.4
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8.1
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0.2
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68.4
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2.2
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55.1
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1.7
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Other
(2)
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27.2
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0.9
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26.1
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0.8
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11.6
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0.4
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11.9
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0.4
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$
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3,206.5
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100.0
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%
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$
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3,356.7
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100.0
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%
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$
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3,093.0
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100.0
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%
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$
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3,200.2
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100.0
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%
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(1)
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Ratings as assigned by Moody’s Investors Service or Standard & Poor’s Ratings Group if a Moody's rating is unavailable.
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(2)
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This category is composed of unrated securities.
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December 31, 2012
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||||||||||||
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Amortized
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% of
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Fair
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% of
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Maturity
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Cost
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Total
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Value
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Total
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||||||
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(Dollars in millions)
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One year or less
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$
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244.6
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8.2
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%
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$
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248.0
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7.9
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%
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After one year through five years
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1,689.6
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56.3
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1,760.1
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56.0
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After five years through ten years
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902.3
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30.1
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960.2
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30.6
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After ten years
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17.7
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0.6
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18.0
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0.6
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Mortgage-backed/asset-backed securities
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145.4
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4.8
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153.5
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4.9
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$
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2,999.6
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100.0
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%
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$
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3,139.8
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100.0
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%
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December 31,
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||||||||||
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2012
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2011
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2010
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(Dollars in millions)
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Net investment income (1)
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$
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162.9
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$
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164.8
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$
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156.6
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Average invested assets
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$
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3,697.8
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$
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3,792.2
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$
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3,928.7
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Effective return on average invested assets
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4.4
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%
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4.3
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%
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4.0
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%
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(1)
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Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.
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changes in general economic, business, and political conditions, including changes in the financial markets;
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the severity of our title insurance claims;
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downgrade of our credit rating by rating agencies;
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adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, increased mortgage defaults, or a weak U.S. economy;
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compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators;
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regulatory investigations of the title insurance industry;
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loss of key personnel that could negatively affect our financial results and impair our operating abilities;
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our business concentration in the State of California, the source of approximately
17.2%
of our title insurance premiums;
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our potential inability to find suitable acquisition candidates, as well as the risks associated with acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties integrating acquisitions;
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our dependence on distributions from our title insurance underwriters as our main source of cash flow;
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competition from other title insurance companies; and
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other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.
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when mortgage interest rates are high or increasing;
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when the mortgage funding supply is limited; and
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when the United States economy is weak, including high unemployment levels.
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licensing requirements;
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•
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trade and marketing practices;
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•
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accounting and financing practices;
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•
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capital and surplus requirements;
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•
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the amount of dividends and other payments made by insurance subsidiaries;
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•
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investment practices;
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•
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rate schedules;
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•
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deposits of securities for the benefit of policyholders;
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•
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establishing reserves; and
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•
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regulation of reinsurance.
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•
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our ongoing and future relationships with FIS, including related party agreements and other arrangements with respect to the information technology support services, administrative corporate support and cost sharing services, indemnification, and other matters; and
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•
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the quality and pricing of services that we have agreed to provide to FIS or that it has agreed to provide to us.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosure
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Stock Price High
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Stock Price Low
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Cash Dividends
Declared
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||||||
Year ended December 31, 2012
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|
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|||
First quarter
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$
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18.54
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$
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15.66
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$
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0.14
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Second quarter
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19.70
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17.62
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|
|
0.14
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|||
Third quarter
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21.48
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18.07
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|
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0.14
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|||
Fourth quarter
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24.30
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20.71
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0.16
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|||
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||||||
Year ended December 31, 2011
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|
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First quarter
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$
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14.86
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$
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13.07
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$
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0.12
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Second quarter
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16.15
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14.14
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|
|
0.12
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|||
Third quarter
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17.43
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14.58
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0.12
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Fourth quarter
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16.46
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14.03
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0.12
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12/31/2007
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12/31/2008
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12/31/2009
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12/31/2010
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12/31/2011
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12/31/2012
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|||||
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||||||
Fidelity National Financial, Inc.
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|
100.00
|
|
130.30
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|
102.87
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|
109.76
|
|
131.92
|
|
200.79
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|
S&P 500
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100.00
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|
63.00
|
|
79.67
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|
91.67
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|
93.61
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|
108.59
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|
Peer Group
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100.00
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|
87.68
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|
95.54
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|
78.24
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|
68.75
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|
136.32
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (2)
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|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3) (4)
|
|||||
1/1/2012 - 1/31/2012
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|
—
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$
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—
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—
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|
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4,621,488
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2/1/2012 - 2/28/2012
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|
—
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|
|
—
|
|
|
—
|
|
|
4,621,488
|
|
|
3/1/2012 - 3/31/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,621,488
|
|
|
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
|
|
|
7/1/2012 - 7/31/2012
|
|
1,015,000
|
|
|
18.83
|
|
|
1,015,000
|
|
|
—
|
|
|
8/1/2012 - 8/31/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000,000
|
|
|
9/1/2012 - 9/30/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000,000
|
|
|
10/1/2012 - 10/31/2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000,000
|
|
|
11/1/2012 - 11/30/2012
|
|
280,000
|
|
|
23.28
|
|
|
280,000
|
|
|
14,720,000
|
|
|
12/1/2012 - 12/31/2012
|
|
400,000
|
|
|
23.47
|
|
|
400,000
|
|
|
14,320,000
|
|
|
|
|
1,830,000
|
|
|
$
|
21.16
|
|
|
1,830,000
|
|
|
|
(1)
|
On July 21, 2009, our Board of Directors approved a three-year stock repurchase program. Under the stock repurchase program, we could repurchase up to 15 million shares of 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)
|
On July 21, 2012, our Board of Directors approved a new three-year stock repurchase program, effective August 1, 2012. Under the stock repurchase program, we can repurchase up to 15 million shares of our common stock.
|
(3)
|
The 2009 program expired on July 31, 2012.
|
(4)
|
As of the last day of the applicable month.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009(1)
|
|
2008(2)
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
7,201.7
|
|
|
$
|
4,839.6
|
|
|
$
|
5,413.3
|
|
|
$
|
5,521.3
|
|
|
$
|
3,935.6
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel costs
|
1,872.9
|
|
|
1,578.0
|
|
|
1,578.6
|
|
|
1,620.0
|
|
|
1,291.8
|
|
|||||
Agent commissions
|
1,599.4
|
|
|
1,410.8
|
|
|
1,758.7
|
|
|
1,951.7
|
|
|
1,218.0
|
|
|||||
Other operating expenses
|
1,303.6
|
|
|
1,083.0
|
|
|
1,145.5
|
|
|
1,228.1
|
|
|
1,062.1
|
|
|||||
Cost of auto parts revenue
|
349.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cost of restaurant revenues
|
774.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
105.0
|
|
|
73.5
|
|
|
86.7
|
|
|
105.0
|
|
|
117.3
|
|
|||||
Provision for title claim losses
|
279.3
|
|
|
222.3
|
|
|
248.9
|
|
|
264.7
|
|
|
491.0
|
|
|||||
Interest expense
|
74.4
|
|
|
57.2
|
|
|
46.2
|
|
|
36.7
|
|
|
58.2
|
|
|||||
|
6,358.3
|
|
|
4,424.8
|
|
|
4,864.6
|
|
|
5,206.2
|
|
|
4,238.4
|
|
|||||
Earnings (loss) before income taxes, equity in earnings (loss) of unconsolidated affiliates, and noncontrolling interest
|
843.4
|
|
|
414.8
|
|
|
548.7
|
|
|
315.1
|
|
|
(302.8
|
)
|
|||||
Income tax expense (benefit)
|
246.7
|
|
|
134.4
|
|
|
189.8
|
|
|
96.8
|
|
|
(128.1
|
)
|
|||||
Earnings (loss) before equity in earnings (loss) of unconsolidated affiliates
|
596.7
|
|
|
280.4
|
|
|
358.9
|
|
|
218.3
|
|
|
(174.7
|
)
|
|||||
Equity in earnings (loss) of unconsolidated affiliates
|
9.9
|
|
|
9.7
|
|
|
(1.2
|
)
|
|
(11.7
|
)
|
|
(13.4
|
)
|
|||||
Earnings (loss) from continuing operations, net of tax
|
606.6
|
|
|
290.1
|
|
|
357.7
|
|
|
206.6
|
|
|
(188.1
|
)
|
|||||
Earnings from discontinued operations, net of tax
|
5.1
|
|
|
89.0
|
|
|
17.9
|
|
|
17.9
|
|
|
4.9
|
|
|||||
Net earnings (loss)
|
611.7
|
|
|
379.1
|
|
|
375.6
|
|
|
224.5
|
|
|
(183.2
|
)
|
|||||
Less: net earnings (loss) attributable to noncontrolling interests
|
5.2
|
|
|
9.6
|
|
|
5.5
|
|
|
2.2
|
|
|
(4.2
|
)
|
|||||
Net earnings (loss) attributable to FNF common shareholders
|
$
|
606.5
|
|
|
$
|
369.5
|
|
|
$
|
370.1
|
|
|
$
|
222.3
|
|
|
$
|
(179.0
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009(1)
|
|
2008(2)
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Per Share Data (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net earnings (loss) per share attributable to FNF common shareholders
|
$
|
2.74
|
|
|
$
|
1.69
|
|
|
$
|
1.64
|
|
|
$
|
0.99
|
|
|
$
|
(0.85
|
)
|
Weighted average shares outstanding, basic basis (3)
|
221.2
|
|
|
219.0
|
|
|
226.2
|
|
|
224.7
|
|
|
210.0
|
|
|||||
Diluted net earnings (loss) per share attributable to FNF common shareholders
|
$
|
2.68
|
|
|
$
|
1.66
|
|
|
$
|
1.61
|
|
|
$
|
0.97
|
|
|
$
|
(0.85
|
)
|
Weighted average shares outstanding, diluted basis (3)
|
226.0
|
|
|
222.7
|
|
|
229.3
|
|
|
228.5
|
|
|
210.0
|
|
|||||
Dividends declared per share
|
$
|
0.58
|
|
|
$
|
0.48
|
|
|
$
|
0.69
|
|
|
$
|
0.60
|
|
|
$
|
1.05
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investments (4)
|
$
|
4,053.0
|
|
|
$
|
4,051.7
|
|
|
$
|
4,358.5
|
|
|
$
|
4,685.4
|
|
|
$
|
4,376.5
|
|
Cash and cash equivalents (5)
|
1,131.9
|
|
|
665.7
|
|
|
580.8
|
|
|
202.1
|
|
|
315.3
|
|
|||||
Total assets
|
9,902.6
|
|
|
7,862.1
|
|
|
7,887.5
|
|
|
7,934.4
|
|
|
8,368.2
|
|
|||||
Notes payable
|
1,343.9
|
|
|
915.8
|
|
|
952.0
|
|
|
861.9
|
|
|
1,350.8
|
|
|||||
Reserve for claim losses (6)
|
1,748.0
|
|
|
1,912.8
|
|
|
2,270.1
|
|
|
2,539.2
|
|
|
2,735.7
|
|
|||||
Equity
|
4,749.1
|
|
|
3,655.9
|
|
|
3,444.4
|
|
|
3,344.9
|
|
|
2,856.8
|
|
|||||
Book value per share (7)
|
$
|
20.78
|
|
|
$
|
16.57
|
|
|
$
|
15.39
|
|
|
$
|
14.53
|
|
|
$
|
13.29
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Orders opened by direct title operations (in 000's)
|
2,702.0
|
|
|
2,140.1
|
|
|
2,385.3
|
|
|
2,611.4
|
|
|
1,860.4
|
|
|||||
Orders closed by direct title operations (in 000's)
|
1,866.5
|
|
|
1,514.2
|
|
|
1,574.3
|
|
|
1,792.0
|
|
|
1,121.2
|
|
|||||
Provision for title insurance claim losses as a percent of title insurance premiums (6)
|
7.0
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
|
5.1
|
%
|
|
18.2
|
%
|
|||||
Title related revenue (8):
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage direct operations
|
62.1
|
%
|
|
61.0
|
%
|
|
55.6
|
%
|
|
54.2
|
%
|
|
59.4
|
%
|
|||||
Percentage agency operations
|
37.9
|
%
|
|
39.0
|
%
|
|
44.4
|
%
|
|
45.8
|
%
|
|
40.6
|
%
|
(1)
|
Our financial results for the year ended December 31, 2009, include a decrease to our provision for claim losses of $74.4 million ($47.1 million net of income taxes) as a result of favorable claim loss development on prior policy years, offset by an increase to the provision for claim losses of $63.2 million ($40.0 million net of income taxes) as a result of unfavorable developments in the third quarter on a previously recorded insurance receivable.
|
(2)
|
Our financial results for the year ended December 31, 2008, include a charge to our provision for claim losses of $261.6 million ($154.1 million net of income taxes), which we recorded as a result of adverse claim loss development on prior policy years.
|
(3)
|
Weighted average shares outstanding as of December 31, 2009 includes 18,170,000 shares that were issued as part of an equity offering by FNF on April 20, 2009.
|
(4)
|
Long-term investments as of
December 31, 2012
,
2011
,
2010
,
2009
, and
2008
, include securities pledged to secured trust deposits of
$275.2 million
,
$274.2 million
,
$252.1 million
,
$288.7 million
, and
$382.6 million
, respectively.
|
(5)
|
Cash and cash equivalents as of
December 31, 2012
,
2011
,
2010
,
2009
, and
2008
include cash pledged to secured trust deposits of
$265.9 million
,
$161.3 million
,
$146.2 million
,
$96.8 million
, and
$109.6 million
, respectively.
|
(6)
|
As a result of favorable title insurance claim loss development on prior policy years, we recorded a credit in 2009 totaling $74.4 million, or $47.1 million net of income taxes, to our provision for claims losses. As a result of adverse title insurance claim loss development on prior policy years, we recorded charges in 2008 totaling $261.6 million, or $154.1 million net of income taxes, to our provision for claim losses. These credits/charges were recorded in addition to our average provision for claim losses of 7.3% and 8.5% for the years ended December 31, 2009 and 2008, respectively.
|
(7)
|
Book value per share is calculated as equity at December 31 of each year presented divided by actual shares outstanding at December 31 of each year presented.
|
(8)
|
Includes title insurance premiums and escrow, title-related and other fees.
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
1,189.9
|
|
|
$
|
1,736.9
|
|
|
$
|
2,039.9
|
|
|
$
|
2,235.0
|
|
Earnings from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, and noncontrolling interest
|
105.6
|
|
|
223.0
|
|
|
300.7
|
|
|
214.1
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
74.4
|
|
|
147.0
|
|
|
233.3
|
|
|
151.8
|
|
||||
Basic earnings per share attributable to Fidelity National Financial, Inc. common shareholders
|
0.34
|
|
|
0.67
|
|
|
1.05
|
|
|
0.68
|
|
||||
Diluted earnings per share attributable to Fidelity National Financial, Inc. common shareholders
|
0.33
|
|
|
0.65
|
|
|
1.03
|
|
|
0.66
|
|
||||
Dividends paid per share
|
0.14
|
|
|
0.14
|
|
|
0.14
|
|
|
0.16
|
|
||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
1,131.9
|
|
|
$
|
1,233.7
|
|
|
$
|
1,201.1
|
|
|
$
|
1,272.9
|
|
Earnings from continuing operations before income taxes, equity in loss of unconsolidated affiliates, and noncontrolling interest
|
77.1
|
|
|
109.2
|
|
|
111.6
|
|
|
116.9
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
42.5
|
|
|
80.0
|
|
|
74.3
|
|
|
172.7
|
|
||||
Basic earnings per share attributable to Fidelity National Financial, Inc. common shareholders
|
0.19
|
|
|
0.36
|
|
|
0.34
|
|
|
0.80
|
|
||||
Diluted earnings per share attributable to Fidelity National Financial, Inc. common shareholders
|
0.19
|
|
|
0.36
|
|
|
0.33
|
|
|
0.78
|
|
||||
Dividends paid per share
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
|
0.12
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
•
|
Remy.
This segment consists of the operations of Remy, in which we have a 51% ownership interest. Remy is a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.
|
•
|
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. This segment also includes the recently acquired J. Alexander's.
|
•
|
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.
|
•
|
mortgage interest rates;
|
•
|
the mortgage funding supply; and
|
•
|
the strength of the United States economy, including employment levels.
|
|
|
As of
|
|
|
|
As of
|
|
|
||||||
|
|
December 31, 2012
|
|
%
|
|
December 31, 2011
|
|
%
|
||||||
|
|
(in millions)
|
||||||||||||
Known claims
|
|
$
|
286.2
|
|
|
16.4
|
%
|
|
$
|
334.0
|
|
|
17.5
|
%
|
IBNR
|
|
1,461.8
|
|
|
83.6
|
|
|
1,578.8
|
|
|
82.5
|
|
||
Total Reserve for Title Claim Losses
|
|
$
|
1,748.0
|
|
|
100.0
|
%
|
|
$
|
1,912.8
|
|
|
100.0
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Beginning balance
|
$
|
1,912.8
|
|
|
$
|
2,210.9
|
|
|
$
|
2,488.8
|
|
Claims loss provision related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
211.0
|
|
|
188.7
|
|
|
218.5
|
|
|||
Prior years
|
57.5
|
|
|
33.6
|
|
|
30.4
|
|
|||
Total title claims loss provision (1)
|
268.5
|
|
|
222.3
|
|
|
248.9
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(4.0
|
)
|
|
(9.9
|
)
|
|
(5.7
|
)
|
|||
Prior years
|
(429.3
|
)
|
|
(510.5
|
)
|
|
(521.1
|
)
|
|||
Total title claims paid, net of recoupments
|
(433.3
|
)
|
|
(520.4
|
)
|
|
(526.8
|
)
|
|||
Ending balance
|
$
|
1,748.0
|
|
|
$
|
1,912.8
|
|
|
$
|
2,210.9
|
|
Title premiums
|
$
|
3,836.5
|
|
|
$
|
3,261.1
|
|
|
$
|
3,641.2
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Provision for claim losses as a percentage of title insurance premiums:
|
|
|
|
|
|
|
|
|
Current year
|
5.5
|
%
|
|
5.8
|
%
|
|
6.0
|
%
|
Prior years
|
1.5
|
|
|
1.0
|
|
|
0.8
|
|
Total provision
|
7.0
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
|
|
Loss Payments
|
|
Claims Management Expenses
|
|
Recoupments
|
|
Net Loss Payments
|
||||||||
Year ending December 31, 2012
|
|
$
|
344.5
|
|
|
$
|
182.0
|
|
|
$
|
(93.2
|
)
|
|
$
|
433.3
|
|
Year ending December 31, 2011
|
|
361.4
|
|
|
215.4
|
|
|
(56.4
|
)
|
|
520.4
|
|
•
|
Historical high prices for real estate (thus higher policy limits as compared to premiums earned)
|
•
|
Increased volume of real estate transactions increased likelihood of errors in the examination and closing process
|
•
|
Increased values and volumes of real estate transactions and weaker loan underwriting standards increased the likelihood of fraudulent transactions
|
•
|
Subsequent declines in home equity values resulted in lender losses that would not have been losses had home equity been maintained
|
•
|
Increased foreclosures resulted in higher litigation costs and acceleration in reporting of claims
|
•
|
Increased exposure to mechanic lien claims from failures of builders and developers
|
|
December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed-maturity securities available for sale
|
$
|
—
|
|
|
$
|
3,139.8
|
|
|
$
|
—
|
|
|
$
|
3,139.8
|
|
Equity securities available for sale
|
137.6
|
|
|
—
|
|
|
—
|
|
|
137.6
|
|
||||
Preferred stock available for sale
|
108.8
|
|
|
108.1
|
|
|
—
|
|
|
216.9
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
40.8
|
|
|
40.8
|
|
||||
Foreign exchange contracts
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
||||
Total assets
|
$
|
246.4
|
|
|
$
|
3,253.2
|
|
|
$
|
40.8
|
|
|
$
|
3,540.4
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Commodity contracts
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed-maturity securities available for sale
|
$
|
—
|
|
|
$
|
3,457.0
|
|
|
$
|
—
|
|
|
$
|
3,457.0
|
|
Equity securities available for sale
|
105.7
|
|
|
—
|
|
|
—
|
|
|
105.7
|
|
||||
Preferred stock available for sale
|
14.2
|
|
|
71.4
|
|
|
—
|
|
|
85.6
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
40.8
|
|
|
40.8
|
|
||||
Total
|
$
|
119.9
|
|
|
$
|
3,528.4
|
|
|
$
|
40.8
|
|
|
$
|
3,689.1
|
|
|
Carrying
Value
|
|
Book Value
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Australia
|
$
|
41.4
|
|
|
$
|
39.7
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
41.4
|
|
Belgium
|
15.2
|
|
|
14.7
|
|
|
0.5
|
|
|
—
|
|
|
15.2
|
|
|||||
Canada
|
77.8
|
|
|
76.1
|
|
|
2.3
|
|
|
(0.6
|
)
|
|
77.8
|
|
|||||
Germany
|
13.4
|
|
|
13.1
|
|
|
0.3
|
|
|
—
|
|
|
13.4
|
|
|||||
Ireland
|
30.2
|
|
|
30.0
|
|
|
0.2
|
|
|
—
|
|
|
30.2
|
|
|||||
Japan
|
17.1
|
|
|
16.8
|
|
|
0.3
|
|
|
—
|
|
|
17.1
|
|
|||||
Luxembourg
|
23.5
|
|
|
23.7
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
23.5
|
|
|||||
Netherlands
|
8.3
|
|
|
8.1
|
|
|
0.2
|
|
|
—
|
|
|
8.3
|
|
|||||
Spain
|
15.1
|
|
|
14.6
|
|
|
0.5
|
|
|
—
|
|
|
15.1
|
|
|||||
Switzerland
|
21.4
|
|
|
20.9
|
|
|
0.5
|
|
|
—
|
|
|
21.4
|
|
|||||
United Kingdom
|
63.5
|
|
|
60.5
|
|
|
3.0
|
|
|
—
|
|
|
63.5
|
|
|||||
Other long-term investments:
|
|
|
|
|
—
|
|
|
|
|
|
|
||||||||
France
|
25.9
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|||||
United Kingdom
|
14.9
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|||||
Total
|
$
|
367.7
|
|
|
$
|
359.0
|
|
|
$
|
9.6
|
|
|
$
|
(0.9
|
)
|
|
$
|
367.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in millions)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
1,736.0
|
|
|
$
|
1,431.5
|
|
|
$
|
1,404.5
|
|
Agency title insurance premiums
|
2,100.5
|
|
|
1,829.6
|
|
|
2,236.7
|
|
|||
Escrow, title-related and other fees
|
1,707.6
|
|
|
1,429.1
|
|
|
1,401.4
|
|
|||
Auto parts revenue
|
417.5
|
|
|
—
|
|
|
—
|
|
|||
Restaurant revenue
|
909.3
|
|
|
—
|
|
|
—
|
|
|||
Interest and investment income
|
143.9
|
|
|
142.7
|
|
|
135.0
|
|
|||
Realized gains and losses, net
|
186.9
|
|
|
6.7
|
|
|
235.7
|
|
|||
Total revenue
|
7,201.7
|
|
|
4,839.6
|
|
|
5,413.3
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
1,872.9
|
|
|
1,578.0
|
|
|
1,578.6
|
|
|||
Agent commissions
|
1,599.4
|
|
|
1,410.8
|
|
|
1,758.7
|
|
|||
Other operating expenses
|
1,303.6
|
|
|
1,083.0
|
|
|
1,145.5
|
|
|||
Cost of auto parts revenue
|
349.5
|
|
|
—
|
|
|
—
|
|
|||
Cost of restaurant revenue
|
774.2
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
105.0
|
|
|
73.5
|
|
|
86.7
|
|
|||
Provision for title claim losses
|
279.3
|
|
|
222.3
|
|
|
248.9
|
|
|||
Interest expense
|
74.4
|
|
|
57.2
|
|
|
46.2
|
|
|||
Total expenses
|
6,358.3
|
|
|
4,424.8
|
|
|
4,864.6
|
|
|||
Earnings from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
843.4
|
|
|
414.8
|
|
|
548.7
|
|
|||
Income tax expense
|
246.7
|
|
|
134.4
|
|
|
189.8
|
|
|||
Equity in earnings (loss) of unconsolidated affiliates
|
9.9
|
|
|
9.7
|
|
|
(1.2
|
)
|
|||
Net earnings from continuing operations
|
$
|
606.6
|
|
|
$
|
290.1
|
|
|
$
|
357.7
|
|
Orders opened by direct title operations (in 000's)
|
2,702.0
|
|
|
2,140.1
|
|
|
2,385.3
|
|
|||
Orders closed by direct title operations (in 000's)
|
1,866.5
|
|
|
1,514.2
|
|
|
1,574.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
1,736.0
|
|
|
$
|
1,431.5
|
|
|
$
|
1,404.5
|
|
Agency title insurance premiums
|
2,100.5
|
|
|
1,829.6
|
|
|
2,236.7
|
|
|||
Escrow, title-related and other fees
|
1,650.3
|
|
|
1,383.5
|
|
|
1,344.6
|
|
|||
Interest and investment income
|
138.1
|
|
|
141.3
|
|
|
133.5
|
|
|||
Realized gains and losses, net
|
0.9
|
|
|
7.0
|
|
|
110.9
|
|
|||
Total revenue
|
5,625.8
|
|
|
4,792.9
|
|
|
5,230.2
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
1,752.0
|
|
|
1,529.9
|
|
|
1,547.8
|
|
|||
Other operating expenses
|
1,145.5
|
|
|
1,027.6
|
|
|
1,083.2
|
|
|||
Agent commissions
|
1,599.4
|
|
|
1,410.8
|
|
|
1,758.7
|
|
|||
Depreciation and amortization
|
65.3
|
|
|
70.6
|
|
|
84.9
|
|
|||
Provision for title claim losses
|
279.3
|
|
|
222.3
|
|
|
248.9
|
|
|||
Interest expense
|
1.2
|
|
|
1.4
|
|
|
0.3
|
|
|||
Total expenses
|
4,842.7
|
|
|
4,262.6
|
|
|
4,723.8
|
|
|||
Earnings before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
783.1
|
|
|
$
|
530.3
|
|
|
$
|
506.4
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Title premiums from direct operations
|
$
|
1,736.0
|
|
|
45.2
|
%
|
|
$
|
1,431.5
|
|
|
43.9
|
%
|
|
$
|
1,404.5
|
|
|
38.6
|
%
|
Title premiums from agency operations
|
2,100.5
|
|
|
54.8
|
|
|
1,829.6
|
|
|
56.1
|
|
|
2,236.7
|
|
|
61.4
|
|
|||
Total title premiums
|
$
|
3,836.5
|
|
|
100.0
|
%
|
|
$
|
3,261.1
|
|
|
100.0
|
%
|
|
$
|
3,641.2
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Agent title premiums
|
$
|
2,100.5
|
|
|
100.0
|
%
|
|
$
|
1,829.6
|
|
|
100.0
|
%
|
|
$
|
2,236.7
|
|
|
100.0
|
%
|
Agent commissions
|
1,599.4
|
|
|
76.1
|
|
|
1,410.8
|
|
|
77.1
|
|
|
1,758.7
|
|
|
78.6
|
|
|||
Net retained agent premiums
|
$
|
501.1
|
|
|
23.9
|
%
|
|
$
|
418.8
|
|
|
22.9
|
%
|
|
$
|
478.0
|
|
|
21.4
|
%
|
|
Year Ended
|
||
|
December 31, 2012
|
||
|
(In millions)
|
||
Revenues:
|
|
||
Auto parts revenue
|
$
|
417.5
|
|
Interest and investment income
|
0.7
|
|
|
Realized gains and losses, net
|
78.8
|
|
|
Total revenues
|
497.0
|
|
|
Expenses:
|
|
||
Personnel costs
|
29.4
|
|
|
Cost of auto parts revenue, includes $26.7 million of depreciation and amortization
|
349.5
|
|
|
Other operating expenses
|
18.0
|
|
|
Depreciation and amortization
|
1.4
|
|
|
Interest expense
|
10.2
|
|
|
Total expenses
|
408.5
|
|
|
Earnings from continuing operations before income taxes
|
$
|
88.5
|
|
|
Year Ended
|
||
|
December 31, 2012
|
||
|
(In millions)
|
||
Revenues:
|
|
||
Restaurant revenue
|
$
|
909.3
|
|
Realized gains and losses, net
|
118.7
|
|
|
Total revenues
|
1,028.0
|
|
|
Expenses:
|
|
||
Personnel costs
|
43.4
|
|
|
Cost of restaurant revenue
|
774.2
|
|
|
Other operating expenses
|
70.8
|
|
|
Depreciation and amortization
|
35.2
|
|
|
Interest expense
|
3.4
|
|
|
Total expenses
|
927.0
|
|
|
Earnings from continuing operations before income taxes
|
$
|
101.0
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Notes payable
|
$
|
23.2
|
|
|
$
|
11.7
|
|
|
$
|
11.7
|
|
|
$
|
259.8
|
|
|
$
|
344.1
|
|
|
$
|
693.4
|
|
|
$
|
1,343.9
|
|
Operating lease payments
|
180.2
|
|
|
153.4
|
|
|
124.1
|
|
|
170.3
|
|
|
80.8
|
|
|
353.9
|
|
|
1,062.7
|
|
|||||||
Pension and other benefit payments
|
16.2
|
|
|
21.1
|
|
|
20.8
|
|
|
19.8
|
|
|
19.1
|
|
|
139.1
|
|
|
236.1
|
|
|||||||
Title claim losses
|
350.0
|
|
|
253.2
|
|
|
200.4
|
|
|
146.3
|
|
|
111.9
|
|
|
686.2
|
|
|
1,748.0
|
|
|||||||
Unconditional purchase obligations
|
214.5
|
|
|
53.7
|
|
|
21.1
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
294.3
|
|
|||||||
Other
|
86.7
|
|
|
74.9
|
|
|
74.6
|
|
|
74.2
|
|
|
42.2
|
|
|
201.8
|
|
|
554.4
|
|
|||||||
Total
|
$
|
870.8
|
|
|
$
|
568.0
|
|
|
$
|
452.7
|
|
|
$
|
675.4
|
|
|
$
|
598.1
|
|
|
$
|
2,074.4
|
|
|
$
|
5,239.4
|
|
•
|
future mortgage interest rates, which will affect the number of real estate and refinancing transactions and, therefore, the rate at which title insurance claims will emerge;
|
•
|
the legal environment whereby court decisions and reinterpretations of title insurance policy language to broaden coverage could increase total obligations and influence claim payout patterns;
|
•
|
events such as fraud, escrow theft, multiple property title defects, foreclosure rates and individual large loss events that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments; and
|
•
|
loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments.
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
|
Page
Number
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions, except share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
1,736.0
|
|
|
$
|
1,431.5
|
|
|
$
|
1,404.5
|
|
Agency title insurance premiums
|
2,100.5
|
|
|
1,829.6
|
|
|
2,236.7
|
|
|||
Escrow, title-related and other fees
|
1,707.6
|
|
|
1,429.1
|
|
|
1,401.4
|
|
|||
Auto parts revenue
|
417.5
|
|
|
—
|
|
|
—
|
|
|||
Restaurant revenue
|
909.3
|
|
|
—
|
|
|
—
|
|
|||
Interest and investment income
|
143.9
|
|
|
142.7
|
|
|
135.0
|
|
|||
Realized gains and losses, net
|
186.9
|
|
|
6.7
|
|
|
235.7
|
|
|||
Total revenues
|
$
|
7,201.7
|
|
|
$
|
4,839.6
|
|
|
$
|
5,413.3
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
1,872.9
|
|
|
1,578.0
|
|
|
1,578.6
|
|
|||
Agent commissions
|
1,599.4
|
|
|
1,410.8
|
|
|
1,758.7
|
|
|||
Other operating expenses
|
1,303.6
|
|
|
1,083.0
|
|
|
1,145.5
|
|
|||
Cost of auto parts revenue, includes $26.7 million of depreciation and amortization in the year ended December 31, 2012
|
349.5
|
|
|
—
|
|
|
—
|
|
|||
Cost of restaurant revenue
|
774.2
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
105.0
|
|
|
73.5
|
|
|
86.7
|
|
|||
Provision for title claim losses
|
279.3
|
|
|
222.3
|
|
|
248.9
|
|
|||
Interest expense
|
74.4
|
|
|
57.2
|
|
|
46.2
|
|
|||
Total expenses
|
6,358.3
|
|
|
4,424.8
|
|
|
4,864.6
|
|
|||
Earnings from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
843.4
|
|
|
414.8
|
|
|
548.7
|
|
|||
Income tax expense on continuing operations
|
246.7
|
|
|
134.4
|
|
|
189.8
|
|
|||
Earnings from continuing operations before equity in earnings (loss) of unconsolidated affiliates
|
596.7
|
|
|
280.4
|
|
|
358.9
|
|
|||
Equity in earnings (loss) of unconsolidated affiliates
|
9.9
|
|
|
9.7
|
|
|
(1.2
|
)
|
|||
Net earnings from continuing operations
|
606.6
|
|
|
290.1
|
|
|
357.7
|
|
|||
Earnings from discontinued operations, net of tax
|
5.1
|
|
|
89.0
|
|
|
17.9
|
|
|||
Net earnings
|
611.7
|
|
|
379.1
|
|
|
375.6
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
5.2
|
|
|
9.6
|
|
|
5.5
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
606.5
|
|
|
$
|
369.5
|
|
|
$
|
370.1
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
|
|
|
|||
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
2.72
|
|
|
$
|
1.28
|
|
|
$
|
1.56
|
|
Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
|
0.02
|
|
|
0.41
|
|
|
0.08
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
2.74
|
|
|
$
|
1.69
|
|
|
$
|
1.64
|
|
Weighted average shares outstanding, basic basis
|
221.2
|
|
|
219.0
|
|
|
226.2
|
|
|||
Diluted
|
|
|
|
|
|
|
|
|
|||
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
2.66
|
|
|
$
|
1.26
|
|
|
$
|
1.53
|
|
Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
|
0.02
|
|
|
0.40
|
|
|
0.08
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
2.68
|
|
|
$
|
1.66
|
|
|
$
|
1.61
|
|
Weighted average shares outstanding, diluted basis
|
226.0
|
|
|
222.7
|
|
|
229.3
|
|
|||
Dividends per share
|
$
|
0.58
|
|
|
$
|
0.48
|
|
|
$
|
0.69
|
|
Amounts attributable to Fidelity National Financial, Inc., common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net earnings from continuing operations, attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
601.4
|
|
|
$
|
280.5
|
|
|
$
|
352.2
|
|
Net earnings from discontinued operations, attributable to Fidelity National Financial, Inc. common shareholders
|
5.1
|
|
|
89.0
|
|
|
17.9
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
606.5
|
|
|
$
|
369.5
|
|
|
$
|
370.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Net earnings
|
$
|
611.7
|
|
|
$
|
379.1
|
|
|
$
|
375.6
|
|
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)
|
41.4
|
|
|
23.9
|
|
|
34.5
|
|
|||
Unrealized gain (loss) relating to investments in unconsolidated affiliates
|
22.8
|
|
|
(5.8
|
)
|
|
7.0
|
|
|||
Unrealized gain (loss) on foreign currency translation and cash flow hedging
|
6.0
|
|
|
(1.0
|
)
|
|
0.1
|
|
|||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
(12.5
|
)
|
|
(26.7
|
)
|
|
(71.5
|
)
|
|||
Minimum pension liability adjustment
|
7.9
|
|
|
(10.1
|
)
|
|
6.9
|
|
|||
Other comprehensive earnings (loss)
|
65.6
|
|
|
(19.7
|
)
|
|
(23.0
|
)
|
|||
Comprehensive earnings
|
677.3
|
|
|
359.4
|
|
|
352.6
|
|
|||
Less: Comprehensive earnings attributable to noncontrolling interests
|
5.2
|
|
|
9.6
|
|
|
5.5
|
|
|||
Comprehensive earnings attributable to Fidelity National Financial Inc. common shareholders
|
$
|
672.1
|
|
|
$
|
349.8
|
|
|
$
|
347.1
|
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated
Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||
Balance, December 31, 2009
|
249.7
|
|
|
$
|
—
|
|
|
$
|
3,712.1
|
|
|
$
|
(102.4
|
)
|
|
$
|
35.6
|
|
|
19.5
|
|
|
$
|
(319.4
|
)
|
|
$
|
19.0
|
|
|
$
|
3,344.9
|
|
|
Exercise of stock options
|
0.9
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||||||
Treasury stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
(117.6
|
)
|
|
—
|
|
|
(117.6
|
)
|
||||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||||||
Issuance of restricted stock
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.0
|
)
|
||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
||||||||
Other comprehensive earnings — unrealized gain on foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.1
|
|
||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
0.3
|
|
|
(3.8
|
)
|
|
|
|
(3.8
|
)
|
||||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.4
|
)
|
||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
370.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
375.6
|
|
||||||||
Balance, December 31, 2010
|
252.2
|
|
|
$
|
—
|
|
|
$
|
3,745.0
|
|
|
$
|
110.3
|
|
|
$
|
12.6
|
|
|
28.5
|
|
|
$
|
(440.8
|
)
|
|
$
|
17.3
|
|
|
$
|
3,444.4
|
|
|
Exercise of stock options
|
1.1
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||||||
Treasury stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
(86.2
|
)
|
|
—
|
|
|
(86.2
|
)
|
||||||||
Issuance of convertible notes, net of deferred taxes of $8.2 and issuance costs of $0.5
|
—
|
|
|
—
|
|
|
12.8
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||||||
Issuance of restricted stock
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
||||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
||||||||
Other comprehensive earnings — unrealized loss on foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.1
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
26.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.6
|
|
||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(106.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106.4
|
)
|
||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
(3.7
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
369.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
379.1
|
|
||||||||
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, Inc.
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||||
Exercise of stock options
|
12.2
|
|
|
—
|
|
|
154.2
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
(62.9
|
)
|
|
—
|
|
|
91.3
|
|
||||||||
Treasury stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
(37.6
|
)
|
|
—
|
|
|
(37.6
|
)
|
||||||||
Tax benefit associated with the exercise of stock-based compensation
|
0.1
|
|
|
—
|
|
|
31.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
||||||||
Issuance of restricted stock
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.9
|
|
||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||||||
Other comprehensive earnings — unrealized gain on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
10.6
|
|
||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
9.3
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
23.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
27.5
|
|
||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
(25.5
|
)
|
|
—
|
|
|
(25.5
|
)
|
||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
||||||||
Consolidation of previous minority-owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461.9
|
|
|
461.9
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(130.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130.5
|
)
|
||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
606.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
611.7
|
|
||||||||
Balance, December 31, 2012
|
268.5
|
|
|
$
|
—
|
|
|
$
|
4,018.3
|
|
|
$
|
849.4
|
|
|
$
|
58.5
|
|
|
40.0
|
|
|
$
|
(658.2
|
)
|
|
$
|
481.1
|
|
|
$
|
4,749.1
|
|
|
See Notes to Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
611.7
|
|
|
$
|
379.1
|
|
|
$
|
375.6
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
131.8
|
|
|
76.3
|
|
|
90.4
|
|
|||
Equity in (earnings) loss of unconsolidated affiliates
|
(9.9
|
)
|
|
(9.7
|
)
|
|
1.2
|
|
|||
Net gain (loss) on sales of investments and other assets, net
|
3.3
|
|
|
(10.7
|
)
|
|
(138.3
|
)
|
|||
Gain on consolidation of O'Charley's, Inc. and American Blue Ribbon Holdings, LLC
|
(72.5
|
)
|
|
—
|
|
|
—
|
|
|||
Bargain purchase gain on O'Charley's, Inc.
|
(48.1
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on consolidation of Remy International, Inc.
|
(78.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of at-risk and flood insurance businesses
|
—
|
|
|
(139.0
|
)
|
|
—
|
|
|||
Gain on sale of investment in Sedgwick CMS
|
—
|
|
|
—
|
|
|
(98.4
|
)
|
|||
Stock-based compensation cost
|
27.5
|
|
|
26.6
|
|
|
25.1
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
(31.0
|
)
|
|
(6.3
|
)
|
|
(3.0
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|||
Net decrease (increase) in pledged cash, pledged investments and secured trust deposits
|
0.4
|
|
|
(5.9
|
)
|
|
10.6
|
|
|||
Net (increase) decrease in trade receivables
|
(14.5
|
)
|
|
15.4
|
|
|
(28.2
|
)
|
|||
Net decrease (increase) in prepaid expenses and other assets
|
49.2
|
|
|
(5.2
|
)
|
|
25.1
|
|
|||
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other
|
63.3
|
|
|
(65.6
|
)
|
|
36.9
|
|
|||
Net decrease in reserve for title claim losses
|
(158.7
|
)
|
|
(294.8
|
)
|
|
(268.7
|
)
|
|||
Net change in income taxes
|
146.3
|
|
|
150.1
|
|
|
160.2
|
|
|||
Net cash provided by operating activities
|
620.0
|
|
|
110.3
|
|
|
188.5
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales of investment securities available for sale
|
593.5
|
|
|
738.7
|
|
|
1,000.3
|
|
|||
Proceeds from calls and maturities of investment securities available for sale
|
418.5
|
|
|
549.1
|
|
|
402.4
|
|
|||
Proceeds from sales of other assets
|
2.3
|
|
|
6.2
|
|
|
20.1
|
|
|||
Additions to property and equipment and capitalized software
|
(79.2
|
)
|
|
(35.9
|
)
|
|
(53.9
|
)
|
|||
Purchases of investment securities available for sale
|
(1,146.0
|
)
|
|
(1,299.1
|
)
|
|
(1,394.3
|
)
|
|||
Purchases of other long-term investments
|
(9.0
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||
Net (purchases of) proceeds from short-term investment activities
|
(11.5
|
)
|
|
78.0
|
|
|
219.4
|
|
|||
Net contributions to investments in unconsolidated affiliates
|
(22.5
|
)
|
|
(21.3
|
)
|
|
(28.3
|
)
|
|||
Net other investing activities
|
2.3
|
|
|
(2.8
|
)
|
|
(18.6
|
)
|
|||
Proceeds from the sale of flood insurance business
|
75.0
|
|
|
119.5
|
|
|
—
|
|
|||
Proceeds from the sale of Sedgwick CMS
|
—
|
|
|
32.0
|
|
|
193.6
|
|
|||
Acquisition of O'Charley's, Inc. and American Blue Ribbon Holdings, LLC, net of cash acquired
|
(122.2
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of J. Alexanders Corporation, net of cash acquired
|
(70.4
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Remy International, Inc., net of cash acquired
|
64.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of at-risk insurance business
|
119.0
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of Digital Insurance, Inc. net of cash acquired
|
(98.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other acquisitions/disposals of businesses, net of cash acquired
|
(25.8
|
)
|
|
(0.3
|
)
|
|
(10.4
|
)
|
|||
Net cash (used in) provided by investing activities
|
(310.0
|
)
|
|
164.1
|
|
|
326.7
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings
|
679.0
|
|
|
500.0
|
|
|
600.3
|
|
|||
Debt service payments
|
(558.4
|
)
|
|
(515.9
|
)
|
|
(510.1
|
)
|
|||
Make-whole call penalty on early extinguishment of debt
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(7.9
|
)
|
|
(7.9
|
)
|
|
(2.3
|
)
|
|||
Dividends paid
|
(128.7
|
)
|
|
(105.1
|
)
|
|
(156.6
|
)
|
|||
Subsidiary dividends paid to noncontrolling interest shareholders
|
(11.9
|
)
|
|
(3.7
|
)
|
|
(7.4
|
)
|
|||
Exercise of stock options
|
91.3
|
|
|
7.9
|
|
|
4.8
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
31.0
|
|
|
6.3
|
|
|
3.0
|
|
|||
Purchases of treasury stock
|
(37.6
|
)
|
|
(86.2
|
)
|
|
(117.6
|
)
|
|||
Net cash provided by (used in) financing activities
|
51.6
|
|
|
(204.6
|
)
|
|
(185.9
|
)
|
|||
Net increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
361.6
|
|
|
69.8
|
|
|
329.3
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year
|
504.4
|
|
|
434.6
|
|
|
105.3
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year
|
$
|
866.0
|
|
|
$
|
504.4
|
|
|
$
|
434.6
|
|
Note A.
|
Summary of Significant Accounting Policies
|
•
|
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.
|
•
|
Remy.
This segment consists of the operations of Remy, in which we have a
51%
ownership interest. Remy is a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.
|
•
|
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. This segment also includes the recently acquired J. Alexander's.
|
•
|
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.
|
•
|
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, 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 support services such as corporate aviation and other administrative support services to FIS.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Corporate services and cost-sharing revenue
|
$
|
4.8
|
|
|
$
|
4.5
|
|
|
$
|
3.7
|
|
Data processing expense
|
(31.6
|
)
|
|
(35.8
|
)
|
|
(48.1
|
)
|
|||
Net expense
|
$
|
(26.8
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(44.4
|
)
|
Fair value of our 47% investment in Remy prior to consolidation
|
$
|
258.0
|
|
Cash paid for additional ownership in Remy
|
31.3
|
|
|
Less: cash acquired in consolidation of Remy
|
(95.5
|
)
|
|
|
$
|
193.8
|
|
Trade and notes receivables, net of allowance for doubtful accounts
|
$
|
202.2
|
|
Prepaid expenses and other assets
|
214.3
|
|
|
Property and equipment
|
160.7
|
|
|
Other intangible assets
|
368.1
|
|
|
Goodwill
|
246.4
|
|
|
Total assets
|
1,191.7
|
|
|
Accounts payable and other accrued liabilities
|
352.6
|
|
|
Deferred tax liability
|
38.0
|
|
|
Notes payable
|
304.7
|
|
|
Total liabilities
|
695.3
|
|
|
Net assets acquired
|
496.4
|
|
|
Less: noncontrolling interest
|
(302.6
|
)
|
|
|
$
|
193.8
|
|
Amortizing intangible assets:
|
|
Fair Value as of Consolidation
|
|
Weighted Average Useful Life in Years as of Consolidation
|
|
Residual Value as of December 31, 2012
|
|||||
Customer contracts
|
|
$
|
75.6
|
|
|
3.3
|
|
|
$
|
65.0
|
|
Customer relationship
|
|
198.0
|
|
|
10.0
|
|
|
190.5
|
|
||
Developed technology
|
|
9.0
|
|
|
4.3
|
|
|
8.9
|
|
||
Total amortizing intangible assets
|
|
282.6
|
|
|
|
|
264.4
|
|
|||
|
|
|
|
|
|
|
|||||
Non-amortizing intangible assets:
|
|
|
|
|
|
|
|||||
Tradenames
|
|
85.5
|
|
|
|
|
85.5
|
|
|||
Total intangible assets
|
|
$
|
368.1
|
|
|
|
|
$
|
349.9
|
|
Fair value of our investment in O'Charley's and ABRH as of consolidation
|
$
|
182.2
|
|
Net cash paid for majority ownership in O'Charley's and ABRH
|
122.2
|
|
|
|
$
|
304.4
|
|
Trade and notes receivables
|
$
|
11.3
|
|
Prepaid expenses and other assets
|
83.2
|
|
|
Property and equipment
|
241.7
|
|
|
Other intangible assets
|
113.7
|
|
|
Deferred tax assets
|
71.5
|
|
|
Goodwill
|
102.1
|
|
|
Total assets
|
623.5
|
|
|
Total liabilities
|
169.2
|
|
|
Net assets acquired
|
454.3
|
|
|
Less: noncontrolling interest
|
(149.9
|
)
|
|
|
$
|
304.4
|
|
Amortizing intangible assets:
|
|
Fair Value as of Consolidation
|
|
Weighted Average Useful Life in Years as of Consolidation
|
|
Residual Value as of December 31, 2012
|
|||||
Franchise rights
|
|
$
|
10.0
|
|
|
12.0
|
|
|
$
|
9.3
|
|
|
|
|
|
|
|
|
|||||
Non-amortizing intangible assets:
|
|
|
|
|
|
|
|||||
Tradenames
|
|
99.0
|
|
|
|
|
99.0
|
|
|||
Liquior license
|
|
4.7
|
|
|
|
|
4.7
|
|
|||
Total intangible assets
|
|
$
|
113.7
|
|
|
|
|
$
|
113.0
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Total revenues
|
$
|
8,206.6
|
|
|
$
|
7,285.7
|
|
Net earnings attributable to FNF common shareholders
|
518.3
|
|
|
391.6
|
|
Note C.
|
Fair Value Measurements
|
|
December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
139.5
|
|
|
$
|
—
|
|
|
$
|
139.5
|
|
State and political subdivisions
|
—
|
|
|
1,300.4
|
|
|
—
|
|
|
1,300.4
|
|
||||
Corporate debt securities
|
—
|
|
|
1,498.7
|
|
|
—
|
|
|
1,498.7
|
|
||||
Foreign government bonds
|
—
|
|
|
47.7
|
|
|
—
|
|
|
47.7
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
153.5
|
|
|
—
|
|
|
153.5
|
|
||||
Preferred stock available for sale
|
108.8
|
|
|
108.1
|
|
|
—
|
|
|
216.9
|
|
||||
Equity securities available for sale
|
137.6
|
|
|
—
|
|
|
—
|
|
|
137.6
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
40.8
|
|
|
40.8
|
|
||||
Foreign exchange contracts
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
||||
Total assets
|
$
|
246.4
|
|
|
$
|
3,253.2
|
|
|
$
|
40.8
|
|
|
$
|
3,540.4
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Commodity contracts
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
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
|
|
||||
Foreign government bonds
|
—
|
|
|
47.1
|
|
|
—
|
|
|
47.1
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
226.7
|
|
|
—
|
|
|
226.7
|
|
||||
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, 2010
|
$
|
99.6
|
|
Proceeds received upon call/sales
|
(53.6
|
)
|
|
Realized loss
|
(0.7
|
)
|
|
Net change included in other comprehensive earnings
|
(4.5
|
)
|
|
Balance, December 31, 2011
|
40.8
|
|
|
Proceeds received upon call/sales
|
—
|
|
|
Realized loss
|
—
|
|
|
Net change included in other comprehensive earnings
|
—
|
|
|
Balance, December 31, 2012
|
$
|
40.8
|
|
Note D.
|
Investments
|
|
December 31, 2012
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
139.5
|
|
|
$
|
130.2
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
139.5
|
|
States and political subdivisions
|
1,300.4
|
|
|
1,239.8
|
|
|
60.9
|
|
|
(0.3
|
)
|
|
1,300.4
|
|
|||||
Corporate debt securities
|
1,498.7
|
|
|
1,438.8
|
|
|
71.4
|
|
|
(11.5
|
)
|
|
1,498.7
|
|
|||||
Foreign government bonds
|
47.7
|
|
|
45.4
|
|
|
2.6
|
|
|
(0.3
|
)
|
|
47.7
|
|
|||||
Mortgage-backed/asset-backed securities
|
153.5
|
|
|
145.4
|
|
|
8.1
|
|
|
—
|
|
|
153.5
|
|
|||||
Preferred stock available for sale
|
216.9
|
|
|
207.0
|
|
|
10.2
|
|
|
(0.3
|
)
|
|
216.9
|
|
|||||
Equity securities available for sale
|
137.6
|
|
|
102.9
|
|
|
39.9
|
|
|
(5.2
|
)
|
|
137.6
|
|
|||||
Total
|
$
|
3,494.3
|
|
|
$
|
3,309.5
|
|
|
$
|
202.4
|
|
|
$
|
(17.6
|
)
|
|
$
|
3,494.3
|
|
|
December 31, 2011
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
159.1
|
|
|
$
|
148.2
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
|
$
|
159.1
|
|
States 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
|
|
|
December 31, 2012
|
||||||||||||
Maturity
|
Amortized Cost
|
|
% of
Total
|
|
Fair
Value
|
|
% of
Total
|
||||||
|
(Dollars in millions)
|
||||||||||||
One year or less
|
$
|
244.6
|
|
|
8.2
|
%
|
|
$
|
248.0
|
|
|
7.9
|
%
|
After one year through five years
|
1,689.6
|
|
|
56.3
|
|
|
1,760.1
|
|
|
56.0
|
|
||
After five years through ten years
|
902.3
|
|
|
30.1
|
|
|
960.2
|
|
|
30.6
|
|
||
After ten years
|
17.7
|
|
|
0.6
|
|
|
18.0
|
|
|
0.6
|
|
||
Mortgage-backed/asset-backed securities
|
145.4
|
|
|
4.8
|
|
|
153.5
|
|
|
4.9
|
|
||
|
$
|
2,999.6
|
|
|
100.0
|
%
|
|
$
|
3,139.8
|
|
|
100.0
|
%
|
Subject to call
|
$
|
1,476.6
|
|
|
49.2
|
%
|
|
$
|
1,533.2
|
|
|
48.8
|
%
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
States and political subdivisions
|
$
|
37.0
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.0
|
|
|
$
|
(0.3
|
)
|
Corporate debt securities
|
95.6
|
|
|
(4.9
|
)
|
|
34.0
|
|
|
(6.6
|
)
|
|
129.6
|
|
|
(11.5
|
)
|
||||||
Foreign government bonds
|
14.6
|
|
|
(0.2
|
)
|
|
2.0
|
|
|
(0.1
|
)
|
|
16.6
|
|
|
(0.3
|
)
|
||||||
Preferred stock available for sale
|
35.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
35.3
|
|
|
(0.3
|
)
|
||||||
Equity securities available for sale
|
31.1
|
|
|
(2.6
|
)
|
|
2.6
|
|
|
(2.6
|
)
|
|
33.7
|
|
|
(5.2
|
)
|
||||||
Total temporarily impaired securities
|
$
|
213.6
|
|
|
$
|
(8.3
|
)
|
|
$
|
38.6
|
|
|
$
|
(9.3
|
)
|
|
$
|
252.2
|
|
|
$
|
(17.6
|
)
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
States 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
|
)
|
|
|
Year ended December 31, 2012
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
16.2
|
|
|
$
|
(5.3
|
)
|
|
$
|
10.9
|
|
|
$
|
975.0
|
|
Preferred stock available for sale
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
29.0
|
|
||||
Equity securities available for sale
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
8.0
|
|
||||
Other long-term investments
|
|
|
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Gain on consolidation of O'Charley's and ABRH
|
|
|
|
|
|
72.5
|
|
|
|
|||||||
Bargain purchase gain on O'Charley's
|
|
|
|
|
|
48.1
|
|
|
—
|
|
||||||
Gain on consolidation of Remy
|
|
|
|
|
|
78.8
|
|
|
—
|
|
||||||
Loss on early extinguishment of 5.25% bonds
|
|
|
|
|
|
(5.7
|
)
|
|
—
|
|
||||||
Other assets
|
|
|
|
|
|
(20.6
|
)
|
|
2.3
|
|
||||||
Total
|
|
|
|
|
|
$
|
186.9
|
|
|
$
|
1,014.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2011
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
37.5
|
|
|
$
|
(17.8
|
)
|
|
$
|
19.7
|
|
|
$
|
1,205.6
|
|
Preferred stock available for sale
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
21.0
|
|
||||
Equity securities available for sale
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
16.3
|
|
||||
Other long-term investments
|
|
|
|
|
|
(4.4
|
)
|
|
77.7
|
|
||||||
Other assets
|
|
|
|
|
|
(10.5
|
)
|
|
5.4
|
|
||||||
Total
|
|
|
|
|
|
$
|
6.7
|
|
|
$
|
1,326.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2010
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
90.3
|
|
|
$
|
(1.7
|
)
|
|
$
|
88.6
|
|
|
$
|
1,348.8
|
|
Equity securities available for sale
|
|
26.3
|
|
|
—
|
|
|
26.3
|
|
|
59.9
|
|
||||
Other long-term investments
|
|
|
|
|
|
109.8
|
|
|
193.6
|
|
||||||
Other assets
|
|
|
|
|
|
11.0
|
|
|
20.1
|
|
||||||
Total
|
|
|
|
|
|
$
|
235.7
|
|
|
$
|
1,622.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Cash and cash equivalents
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Fixed maturity securities available for sale
|
116.5
|
|
|
129.5
|
|
|
128.0
|
|
|||
Equity securities and preferred stock available for sale
|
13.8
|
|
|
6.2
|
|
|
1.8
|
|
|||
Short-term investments
|
0.1
|
|
|
0.1
|
|
|
0.6
|
|
|||
Other
|
13.4
|
|
|
6.5
|
|
|
4.2
|
|
|||
Total
|
$
|
143.9
|
|
|
$
|
142.7
|
|
|
$
|
135.0
|
|
|
Ownership at December 31, 2012
|
|
2012
|
|
2011
|
|||||
Ceridian
|
32
|
%
|
|
$
|
350.6
|
|
|
$
|
352.8
|
|
Remy
|
—
|
|
|
—
|
|
|
141.8
|
|
||
Other
|
various
|
|
|
41.6
|
|
|
51.9
|
|
||
Total
|
|
|
|
$
|
392.2
|
|
|
$
|
546.5
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
(In millions)
|
||||||
Total current assets
|
$
|
1,209.4
|
|
|
$
|
1,154.0
|
|
Goodwill and other intangible assets, net
|
4,630.1
|
|
|
4,577.6
|
|
||
Other assets
|
4,081.6
|
|
|
4,259.6
|
|
||
Total assets
|
$
|
9,921.1
|
|
|
$
|
9,991.2
|
|
Current liabilities
|
$
|
994.5
|
|
|
$
|
892.0
|
|
Long-term obligations, less current portion
|
3,445.0
|
|
|
3,451.4
|
|
||
Other long-term liabilities
|
4,363.0
|
|
|
4,566.0
|
|
||
Total liabilities
|
8,802.5
|
|
|
8,909.4
|
|
||
Equity
|
1,118.6
|
|
|
1,081.8
|
|
||
Total liabilities and equity
|
$
|
9,921.1
|
|
|
$
|
9,991.2
|
|
|
Period from
October 1, 2011,
through
September 30, 2012
|
|
Period from
October 1, 2010,
through
September 30, 2011
|
||||
|
(In millions)
|
||||||
Total revenues
|
$
|
1,506.7
|
|
|
$
|
1,539.4
|
|
Loss before income taxes
|
(66.1
|
)
|
|
(73.7
|
)
|
||
Net loss
|
(56.3
|
)
|
|
(43.8
|
)
|
Note E.
|
Remy Derivative Financial Instruments and Concentration of Risk
|
|
|
December 31, 2012
|
||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
0.7
|
|
|
$
|
2.2
|
|
Foreign currency contracts
|
|
5.6
|
|
|
0.3
|
|
||
Total derivatives designated as hedging instruments
|
|
$
|
6.3
|
|
|
$
|
2.5
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
|
Amount of gain (loss) recognized in OCI (effective portion)
|
|
Amount of gain (loss) reclassified from OCI into income (effective portion
|
|
Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
|
Amount of gain (loss) recognized in income
|
||||||||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
$
|
(0.5
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts
|
|
6.1
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
5.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Note F.
|
Property and Equipment
|
Note G.
|
Goodwill
|
|
Fidelity National
Title Group
|
|
Remy
|
|
Restaurant Group
|
|
Specialty
Insurance
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance, December 31, 2010
|
$
|
1,429.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.2
|
|
|
$
|
20.0
|
|
|
$
|
1,470.7
|
|
Goodwill acquired during the year
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Adjustments to prior year acquisitions
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
2.6
|
|
||||||
Sale of assets related to discontinued operations (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.2
|
)
|
|
—
|
|
|
(21.2
|
)
|
||||||
Balance, December 31, 2011
|
$
|
1,432.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.6
|
|
|
$
|
1,452.2
|
|
Goodwill acquired during the year (2)
|
18.6
|
|
|
246.4
|
|
|
118.5
|
|
|
—
|
|
|
75.5
|
|
|
459.0
|
|
||||||
Adjustments to prior year acquisitions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.6
|
)
|
||||||
Sale of assets
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||
Balance, December 31, 2012
|
$
|
1,449.3
|
|
|
$
|
246.4
|
|
|
$
|
118.5
|
|
|
$
|
—
|
|
|
$
|
94.3
|
|
|
$
|
1,908.5
|
|
Note H.
|
Other Intangible Assets
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Customer relationships and contracts
|
$
|
480.5
|
|
|
$
|
196.4
|
|
Trademarks and tradenames
|
238.2
|
|
|
27.8
|
|
||
Other
|
46.9
|
|
|
20.0
|
|
||
|
765.6
|
|
|
244.2
|
|
||
Accumulated amortization
|
(115.1
|
)
|
|
(113.5
|
)
|
||
|
$
|
650.5
|
|
|
$
|
130.7
|
|
Note I.
|
Accounts Payable and Other Accrued Liabilities
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Accrued benefits
|
$
|
250.8
|
|
|
$
|
212.2
|
|
Salaries and incentives
|
245.8
|
|
|
155.5
|
|
||
Accrued rent
|
44.6
|
|
|
24.2
|
|
||
Trade accounts payable
|
185.6
|
|
|
48.8
|
|
||
Accrued recording fees and transfer taxes
|
50.9
|
|
|
62.3
|
|
||
Accrued premium taxes
|
54.2
|
|
|
32.2
|
|
||
Deferred revenue
|
83.8
|
|
|
40.8
|
|
||
Other accrued liabilities (1)
|
391.8
|
|
|
286.7
|
|
||
|
$
|
1,307.5
|
|
|
$
|
862.7
|
|
Note J.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
$
|
398.1
|
|
|
$
|
—
|
|
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
|
282.1
|
|
|
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
|
|
—
|
|
|
236.4
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800.0 at December 31, 2012, due April 2016 with interest payable monthly at LIBOR + 1.45%
|
|
—
|
|
|
100.0
|
|
||
Remy Term B Loan, interest payable annually at LIBOR (floor of 1.75%) + 4.50% (6.25% at December 31, 2012), due December 2016
|
|
258.8
|
|
|
—
|
|
||
Restaurant Group Term Loan, interest payable monthly at LIBOR + 3.50% (3.71% at December 31, 2012), due May 2017
|
|
72.2
|
|
|
—
|
|
||
Restaurant Group Revolving Credit Facility, unused portion of $59.6 at December 31, 2012 due May 2017 with interest payable monthly at base rate 3.25% + base rate margin 2.50% (5.75% at December 31, 2012)
|
|
—
|
|
|
—
|
|
||
Other
|
|
32.9
|
|
|
0.1
|
|
||
|
|
$
|
1,343.9
|
|
|
$
|
915.8
|
|
Note K.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Current
|
$
|
226.1
|
|
|
$
|
(8.1
|
)
|
|
$
|
78.5
|
|
Deferred
|
20.6
|
|
|
142.5
|
|
|
111.3
|
|
|||
|
$
|
246.7
|
|
|
$
|
134.4
|
|
|
$
|
189.8
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net earnings from continuing operations
|
$
|
246.7
|
|
|
$
|
134.4
|
|
|
$
|
189.8
|
|
Tax expense (benefit) attributable to discontinued operations
|
3.4
|
|
|
55.5
|
|
|
(4.2
|
)
|
|||
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized gains (loss) on investments and other financial instruments
|
38.7
|
|
|
10.6
|
|
|
20.3
|
|
|||
Unrealized gain (loss) on foreign currency translation and cash flow hedging
|
1.1
|
|
|
(0.5
|
)
|
|
0.1
|
|
|||
Reclassification adjustment for change in unrealized gains and losses included in net earnings
|
(7.6
|
)
|
|
(15.7
|
)
|
|
(38.1
|
)
|
|||
Minimum pension liability adjustment
|
5.4
|
|
|
(5.9
|
)
|
|
4.0
|
|
|||
Total income tax expense (benefit) allocated to other comprehensive earnings
|
37.6
|
|
|
(11.5
|
)
|
|
(13.7
|
)
|
|||
Additional paid-in capital, stock-based compensation
|
(31.0
|
)
|
|
(6.3
|
)
|
|
(3.0
|
)
|
|||
Total income taxes
|
$
|
256.7
|
|
|
$
|
172.1
|
|
|
$
|
168.9
|
|
|
Year Ended December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.2
|
|
|
1.4
|
|
|
1.9
|
|
Deductible dividends paid to FNF 401(k) plan
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
Tax exempt interest income
|
(1.3
|
)
|
|
(2.7
|
)
|
|
(2.0
|
)
|
Release of valuation allowance
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
Nontaxable investment gains
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
Non-deductible expenses and other, net
|
(0.4
|
)
|
|
(1.1
|
)
|
|
0.7
|
|
|
29.3
|
%
|
|
32.4
|
%
|
|
34.6
|
%
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Employee benefit accruals
|
$
|
52.7
|
|
|
$
|
61.5
|
|
Other investments
|
58.0
|
|
|
54.5
|
|
||
Net operating loss carryforwards
|
105.8
|
|
|
41.5
|
|
||
Accrued liabilities
|
30.7
|
|
|
16.9
|
|
||
Pension plan
|
12.0
|
|
|
16.9
|
|
||
Tax credits
|
66.4
|
|
|
—
|
|
||
State income taxes
|
9.1
|
|
|
2.6
|
|
||
Other
|
10.7
|
|
|
12.9
|
|
||
Total gross deferred tax asset
|
345.4
|
|
|
206.8
|
|
||
Less: valuation allowance
|
27.0
|
|
|
—
|
|
||
Total deferred tax asset
|
318.4
|
|
|
206.8
|
|
||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Title plant
|
(71.7
|
)
|
|
(63.1
|
)
|
||
Amortization of goodwill and intangible assets
|
(282.4
|
)
|
|
(95.7
|
)
|
||
Investment securities
|
(65.3
|
)
|
|
(38.3
|
)
|
||
Depreciation
|
(10.3
|
)
|
|
(23.3
|
)
|
||
Insurance reserve discounting
|
(5.2
|
)
|
|
(75.6
|
)
|
||
Bad debts
|
(6.1
|
)
|
|
(5.8
|
)
|
||
Total deferred tax liability
|
(441.0
|
)
|
|
(301.8
|
)
|
||
Net deferred tax liability
|
$
|
(122.6
|
)
|
|
$
|
(95.0
|
)
|
Note L.
|
Summary of Reserve for Claim Losses
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in millions)
|
||||||||||
Beginning balance
|
$
|
1,912.8
|
|
|
$
|
2,210.9
|
|
|
$
|
2,488.8
|
|
Claim loss provision related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
211.0
|
|
|
188.7
|
|
|
218.5
|
|
|||
Prior years
|
57.5
|
|
|
33.6
|
|
|
30.4
|
|
|||
Total title claim loss provision (1)
|
268.5
|
|
|
222.3
|
|
|
248.9
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(4.0
|
)
|
|
(9.9
|
)
|
|
(5.7
|
)
|
|||
Prior years
|
(429.3
|
)
|
|
(510.5
|
)
|
|
(521.1
|
)
|
|||
Total title claims paid, net of recoupments
|
(433.3
|
)
|
|
(520.4
|
)
|
|
(526.8
|
)
|
|||
Ending balance of claim loss reserve for title insurance
|
$
|
1,748.0
|
|
|
$
|
1,912.8
|
|
|
$
|
2,210.9
|
|
Claim loss reserve for specialty insurance (2)
|
—
|
|
|
—
|
|
|
59.2
|
|
|||
Ending balance of claim loss reserves
|
$
|
1,748.0
|
|
|
$
|
1,912.8
|
|
|
$
|
2,270.1
|
|
Provision for title insurance claim losses as a percentage of title insurance premiums
|
7.0
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
(1)
|
Included in the provision for title claim losses in the 2012 period is a $
10.8
million impairment recorded on an asset previously recouped as part of a claim settlement.
|
(2)
|
In 2011, we sold our at-risk insurance businesses, resulting in a decrease to the reserve for claim losses of
$59.2 million
. See Note A under "Discontinued Operations".
|
Note M.
|
Commitments and Contingencies
|
2013
|
$
|
204.2
|
|
2014
|
48.4
|
|
|
2015
|
21.1
|
|
|
2016
|
5.0
|
|
|
2017
|
—
|
|
|
Thereafter
|
—
|
|
|
Total purchase commitments
|
$
|
278.7
|
|
Note N.
|
Regulation and Equity
|
Note O.
|
Employee Benefit Plans
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Exercisable
|
||||
Balance, December 31, 2009
|
23,238,646
|
|
|
$
|
13.39
|
|
|
14,119,807
|
|
Granted
|
150,000
|
|
|
13.65
|
|
|
|
|
|
Exercised
|
(933,575
|
)
|
|
5.10
|
|
|
|
|
|
Cancelled
|
(628,117
|
)
|
|
21.23
|
|
|
|
|
|
Balance, December 31, 2010
|
21,826,954
|
|
|
$
|
13.52
|
|
|
16,241,130
|
|
Granted
|
25,000
|
|
|
15.62
|
|
|
|
|
|
Exercised
|
(1,068,934
|
)
|
|
7.31
|
|
|
|
|
|
Cancelled
|
(150,999
|
)
|
|
20.04
|
|
|
|
|
|
Balance, December 31, 2011
|
20,632,021
|
|
|
$
|
13.79
|
|
|
18,704,618
|
|
Granted
|
769,693
|
|
|
22.59
|
|
|
|
|
|
Exercised
|
(12,358,474
|
)
|
|
12.49
|
|
|
|
|
|
Cancelled
|
(76,166
|
)
|
|
22.69
|
|
|
|
|
|
Balance, December 31, 2012
|
8,967,074
|
|
|
$
|
16.27
|
|
|
8,147,381
|
|
|
|
|
|
|||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance, December 31, 2009
|
1,968,540
|
|
|
$
|
13.10
|
|
Granted
|
1,600,820
|
|
|
13.73
|
|
|
Cancelled
|
(5,471
|
)
|
|
13.33
|
|
|
Vested
|
(896,988
|
)
|
|
13.92
|
|
|
Balance, December 31, 2010
|
2,666,901
|
|
|
$
|
13.20
|
|
Granted
|
1,645,246
|
|
|
15.62
|
|
|
Cancelled
|
(46,433
|
)
|
|
14.75
|
|
|
Vested
|
(1,253,058
|
)
|
|
12.51
|
|
|
Balance, December 31, 2011
|
3,012,656
|
|
|
$
|
14.78
|
|
Granted
|
1,332,222
|
|
|
22.59
|
|
|
Cancelled
|
(17,840
|
)
|
|
14.78
|
|
|
Vested
|
(1,402,300
|
)
|
|
14.55
|
|
|
Balance, December 31, 2012
|
2,924,738
|
|
|
$
|
18.46
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||||||||||
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|
Average
|
|
Weighted
|
|
|
||||||||||||
|
|
|
Remaining
|
|
Average
|
|
|
|
|
|
Remaining
|
|
Average
|
|
|
||||||||||||
Range of
|
Number of
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
|
Number of
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
||||||||||||
Exercise Prices
|
Options
|
|
Life
|
|
Price
|
|
Value
|
|
Options
|
|
Life
|
|
Price
|
|
Value
|
||||||||||||
|
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
(In millions)
|
||||||||||||
$0.00 — $7.09
|
1,729,339
|
|
|
3.82
|
|
|
$
|
7.09
|
|
|
$
|
28.5
|
|
|
1,729,339
|
|
|
3.82
|
|
|
$
|
7.09
|
|
|
$
|
28.5
|
|
$7.10 — $13.64
|
2,297,914
|
|
|
2.85
|
|
|
13.64
|
|
|
22.8
|
|
|
2,297,914
|
|
|
2.85
|
|
|
13.64
|
|
|
22.8
|
|
||||
$13.65 — $14.06
|
845,249
|
|
|
4.01
|
|
|
14.05
|
|
|
8.0
|
|
|
811,916
|
|
|
3.99
|
|
|
14.05
|
|
|
7.7
|
|
||||
$14.07 — $17.67
|
379,353
|
|
|
0.86
|
|
|
17.58
|
|
|
2.3
|
|
|
362,686
|
|
|
0.63
|
|
|
17.67
|
|
|
2.1
|
|
||||
$17.68 — $20.92
|
105,526
|
|
|
3.28
|
|
|
19.03
|
|
|
0.5
|
|
|
105,526
|
|
|
3.28
|
|
|
19.03
|
|
|
0.5
|
|
||||
$20.93 — $22.22
|
1,421,000
|
|
|
2.80
|
|
|
21.90
|
|
|
2.3
|
|
|
1,421,000
|
|
|
2.80
|
|
|
21.90
|
|
|
2.3
|
|
||||
$22.23 — $23.44
|
2,188,693
|
|
|
4.99
|
|
|
23.14
|
|
|
0.9
|
|
|
1,419,000
|
|
|
3.98
|
|
|
23.44
|
|
|
0.2
|
|
||||
|
8,967,074
|
|
|
|
|
|
|
$
|
65.3
|
|
|
8,147,381
|
|
|
|
|
|
|
$
|
64.1
|
|
Note P.
|
Supplementary Cash Flow Information
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Cash paid (received) during the year:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
64.5
|
|
|
$
|
52.0
|
|
|
$
|
41.5
|
|
Income taxes
|
|
108.6
|
|
|
40.1
|
|
|
33.8
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Liabilities assumed in connection with acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Fair value of assets acquired
|
|
$
|
1,115.9
|
|
|
$
|
0.3
|
|
|
$
|
16.7
|
|
Less: Total purchase price
|
|
256.8
|
|
|
0.3
|
|
|
11.0
|
|
|||
Liabilities assumed
|
|
$
|
859.1
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
|
2012
|
|
United States
|
66.0
|
%
|
Asia Pacific
|
20.0
|
%
|
Europe
|
8.8
|
%
|
Brazil
|
4.2
|
%
|
Mexico
|
0.5
|
%
|
Canada
|
0.5
|
%
|
Total
|
100.0
|
%
|
|
Fidelity National
Title Group
|
|
Remy
|
|
Restaurant Group
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Title premiums
|
$
|
3,836.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,836.5
|
|
Other revenues
|
1,650.3
|
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|
1,707.6
|
|
|||||
Auto parts revenues
|
—
|
|
|
417.5
|
|
|
—
|
|
|
—
|
|
|
417.5
|
|
|||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
909.3
|
|
|
—
|
|
|
909.3
|
|
|||||
Revenues from external customers
|
5,486.8
|
|
|
417.5
|
|
|
909.3
|
|
|
57.3
|
|
|
6,870.9
|
|
|||||
Interest and investment income (loss), including realized gains and losses
|
139.0
|
|
|
79.5
|
|
|
118.7
|
|
|
(6.4
|
)
|
|
330.8
|
|
|||||
Total revenues
|
5,625.8
|
|
|
497.0
|
|
|
1,028.0
|
|
|
50.9
|
|
|
7,201.7
|
|
|||||
Depreciation and amortization
|
65.3
|
|
|
1.4
|
|
|
35.2
|
|
|
3.1
|
|
|
105.0
|
|
|||||
Interest expense
|
1.2
|
|
|
10.2
|
|
|
3.4
|
|
|
59.6
|
|
|
74.4
|
|
|||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
783.1
|
|
|
88.5
|
|
|
101.0
|
|
|
(129.2
|
)
|
|
843.4
|
|
|||||
Income tax expense (benefit)
|
284.0
|
|
|
3.1
|
|
|
17.2
|
|
|
(57.6
|
)
|
|
246.7
|
|
|||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
499.1
|
|
|
85.4
|
|
|
83.8
|
|
|
(71.6
|
)
|
|
596.7
|
|
|||||
Equity in earnings (loss) of unconsolidated affiliates
|
5.1
|
|
|
17.5
|
|
|
2.4
|
|
|
(15.1
|
)
|
|
9.9
|
|
|||||
Earnings (loss) from continuing operations
|
$
|
504.2
|
|
|
$
|
102.9
|
|
|
$
|
86.2
|
|
|
$
|
(86.7
|
)
|
|
$
|
606.6
|
|
Assets
|
$
|
6,945.5
|
|
|
$
|
1,270.5
|
|
|
$
|
601.2
|
|
|
$
|
1,085.4
|
|
|
$
|
9,902.6
|
|
Goodwill
|
1,449.3
|
|
|
246.4
|
|
|
118.5
|
|
|
94.3
|
|
|
1,908.5
|
|
|
Fidelity National
Title Group
|
|
Remy
|
|
Restaurant Group
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Title premiums
|
$
|
3,261.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,261.1
|
|
Other revenues
|
1,383.5
|
|
|
—
|
|
|
—
|
|
|
45.6
|
|
|
1,429.1
|
|
|||||
Auto parts revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Revenues from external customers
|
4,644.6
|
|
|
—
|
|
|
—
|
|
|
45.6
|
|
|
4,690.2
|
|
|||||
Interest and investment income, including realized gains and losses
|
148.3
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
149.4
|
|
|||||
Total revenues
|
4,792.9
|
|
|
—
|
|
|
—
|
|
|
46.7
|
|
|
4,839.6
|
|
|||||
Depreciation and amortization
|
70.6
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
73.5
|
|
|||||
Interest expense
|
1.4
|
|
|
—
|
|
|
—
|
|
|
55.8
|
|
|
57.2
|
|
|||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
530.3
|
|
|
—
|
|
|
—
|
|
|
(115.5
|
)
|
|
414.8
|
|
|||||
Income tax expense (benefit)
|
172.1
|
|
|
—
|
|
|
—
|
|
|
(37.7
|
)
|
|
134.4
|
|
|||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
358.2
|
|
|
—
|
|
|
—
|
|
|
(77.8
|
)
|
|
280.4
|
|
|||||
Equity in earnings (loss) of unconsolidated affiliates
|
4.3
|
|
|
15.3
|
|
|
3.4
|
|
|
(13.3
|
)
|
|
9.7
|
|
|||||
Earnings (loss) from continuing operations
|
$
|
362.5
|
|
|
$
|
15.3
|
|
|
$
|
3.4
|
|
|
$
|
(91.1
|
)
|
|
$
|
290.1
|
|
Assets
|
$
|
6,555.2
|
|
|
$
|
141.8
|
|
|
$
|
34.4
|
|
|
$
|
1,130.7
|
|
|
$
|
7,862.1
|
|
Goodwill
|
1,432.6
|
|
|
—
|
|
|
—
|
|
|
19.6
|
|
|
1,452.2
|
|
|
Fidelity National
Title Group
|
|
Remy
|
|
Restaurant Group
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Title premiums
|
$
|
3,641.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,641.2
|
|
Other revenues
|
1,344.6
|
|
|
—
|
|
|
—
|
|
|
56.8
|
|
|
1,401.4
|
|
|||||
Auto parts revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Revenues from external customers
|
4,985.8
|
|
|
—
|
|
|
—
|
|
|
56.8
|
|
|
5,042.6
|
|
|||||
Interest and investment income, including realized gains and losses
|
244.4
|
|
|
—
|
|
|
—
|
|
|
126.3
|
|
|
370.7
|
|
|||||
Total revenues
|
5,230.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
183.1
|
|
|
5,413.3
|
|
|||
Depreciation and amortization
|
84.9
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
86.7
|
|
|||||
Interest expense
|
0.3
|
|
|
—
|
|
|
—
|
|
|
45.9
|
|
|
46.2
|
|
|||||
Earnings from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
506.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
42.3
|
|
|
548.7
|
|
|||
Income tax expense
|
165.8
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
|
189.8
|
|
|||||
Earnings from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
340.6
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
358.9
|
|
|||||
Equity in earnings (loss) of unconsolidated affiliates
|
1.1
|
|
|
14.9
|
|
|
6.7
|
|
|
(23.9
|
)
|
|
(1.2
|
)
|
|||||
Earnings from continuing operations
|
$
|
341.7
|
|
|
$
|
14.9
|
|
|
$
|
6.7
|
|
|
$
|
(5.6
|
)
|
|
$
|
357.7
|
|
Assets
|
$
|
6,690.5
|
|
|
$
|
108.7
|
|
|
$
|
32.0
|
|
|
$
|
1,056.3
|
|
|
$
|
7,887.5
|
|
Goodwill
|
1,429.5
|
|
|
—
|
|
|
—
|
|
|
41.2
|
|
|
1,470.7
|
|
Note S.
|
Recent Accounting Pronouncements
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 15.
|
Exhibits, Financial Statement Schedules and Reports on Form 8-K
|
Exhibit
Number
|
Description
|
|
|
2.1
|
Securities Exchange and Distribution Agreement between Old FNF and the Registrant, dated as of June 25, 2006, as amended and restated as of September 18, 2006 (incorporated by reference to Annex A to the Registrant’s Schedule 14C filed on September 19, 2006 (the “Information Statement”))
|
3.1
|
Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 filed June 3, 2011)
|
3.2
|
Amended and Restated Bylaws of the Registrant, as adopted on September 26, 2005 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)
|
4.1
|
Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005, relating to the 5.25% notes referred to below (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
4.2
|
First Supplemental Indenture between the Registrant and the Bank of New York Trust Company, N.A., dated as of January 6, 2006 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2006)
|
4.3
|
Second Supplemental Indenture, dated May 5, 2010, between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of May 5, 2010, relating to the 6.60% notes referred to below (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.4
|
Form of Subordinated Indenture between the Registrant and the Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.2 (A) to the Registrant’s Registration Statement on Form S-3 filed on November 14, 2007)
|
4.5
|
Form of 5.25% note due March 15, 2013 (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-4 filed on October 28, 2005)
|
4.6
|
Form of 6.60% Note due 2017 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.7
|
Form of 4.25% Convertible Note due August 2018 (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K filed on August 2, 2011)
|
4.8
|
Form of the Registrant’s Common Stock Certificate (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Annual Report”)
|
10.1
|
Amendment and Restatement Agreement dated as of April 16, 2012 to the Credit Agreement among the Registrant, Bank of America, N.A., and certain agents and other lenders party thereto, dated as of September 12, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 19, 2012)
|
10.2
|
Amendment and Restatement Agreement dated as of March 5, 2010 to the Credit Agreement among the Registrant, Bank of America, N.A., and certain agents and other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 10, 2010)
|
10.3
|
Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan, effective as of September 26, 2005 (incorporated by reference to Annex A to the Registrant’s Schedule 14A filed on April 11, 2011) (1)
|
10.4
|
Fidelity National Title Group, Inc. Employee Stock Purchase Plan, effective as of September 26, 2005 (incorporated by reference to Exhibit 10.50 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005) (1)
|
10.5
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.6
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2012 awards.(1)
|
10.7
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2011 awards (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011) (1)
|
10.8
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2010 awards (incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010) (1)
|
10.9
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2009 awards (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
Exhibit
Number
|
Description
|
|
|
10.10
|
Form of Notice of Stock Option Grant and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan
|
10.11
|
Form of Notice of Stock Option Grant and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.12
|
Tax Disaffiliation Agreement by and among Old FNF, the Registrant and FIS, dated as of October 23, 2006 (incorporated by reference to Exhibit 99.1 to Old FNF’s Form 8-K, filed on October 27, 2006)
|
10.13
|
Cross-Indemnity Agreement by and between the Registrant and FIS, dated as of October 23, 2006 (incorporated by reference to Exhibit 99.2 to FIS’s Form 8-K, filed on October 27, 2006)
|
10.14
|
Amended and Restated Employment Agreement between the registrant and George P. Scanlon, effective as of November 1, 2010. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2010) (1)
|
10.15
|
Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.16
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
10.17
|
Amendment effective July 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett, effective as of July 2, 2008. (incorporated by reference to Registrant’s Current Report on Form 8-K filed on July 3, 2012) (1)
|
10.18
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and William P. Foley, II, effective as of July 2, 2008 (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1).
|
10.19
|
Amended and Restated Employment Agreement between the Registrant and William P. Foley, II, effective as of July 2, 2008(1) (incorporated by reference to Exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.20
|
Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October 10, 2008 (1) (incorporated by reference to Exhibit 10.16 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
10.21
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
10.22
|
Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January 30, 2013 (1)
|
10.23
|
Fidelity National Title Group, Inc. Annual Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
10.24
|
Fidelity National Financial, Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.25
|
Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (1)
|
10.26
|
Form of Notice of Long-Term Investment Success Performance Award Agreement - Tier 1 under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
10.27
|
Form of Notice of Long-Term Investment Success Performance Award Agreement - Tier 2 under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
21.1
|
Subsidiaries of the Registrant
|
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit
Number
|
Description
|
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
|
(1)
|
A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(c) of Form 10-K
|
|
Fidelity National Financial, Inc.
|
|
|
|
By:
|
/s/ George P. Scanlon
|
|
|
|
George P. Scanlon
|
|
|
|
Chief Executive Officer
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George P. Scanlon
|
|
Chief Executive Officer
|
|
February 26, 2013
|
George P. Scanlon
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Anthony J. Park
|
|
Chief Financial Officer
|
|
February 26, 2013
|
Anthony J. Park
|
|
(Principal Financial and Accounting Officer
|
|
|
|
|
|
|
|
/s/ William P. Foley, II
|
|
Director and Executive Chairman of the Board
|
|
February 26, 2013
|
William P. Foley, II
|
|
|
|
|
|
|
|
|
|
/s/ Douglas K. Ammerman
|
|
Director
|
|
February 26, 2013
|
Douglas K. Ammerman
|
|
|
|
|
|
|
|
|
|
/s/ Willie D. Davis
|
|
Director
|
|
February 26, 2013
|
Willie D. Davis
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Hagerty
|
|
Director
|
|
February 26, 2013
|
Thomas M. Hagerty
|
|
|
|
|
|
|
|
|
|
/s/ Daniel D. (Ron) Lane
|
|
Director
|
|
February 26, 2013
|
Daniel D. (Ron) Lane
|
|
|
|
|
|
|
|
|
|
/s/ General William Lyon
|
|
Director
|
|
February 26, 2013
|
General William Lyon
|
|
|
|
|
|
|
|
|
|
/s/ Richard N. Massey
|
|
Director
|
|
February 26, 2013
|
Richard N. Massey
|
|
|
|
|
|
|
|
|
|
/s/ Peter O. Shea, Jr.
|
|
Director
|
|
February 26, 2013
|
Peter O. Shea, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Cary H. Thompson
|
|
Director
|
|
February 26, 2013
|
Cary H. Thompson
|
|
|
|
|
|
|
|
|
|
/s/ Frank P. Willey
|
|
Director
|
|
February 26, 2013
|
Frank P. Willey
|
|
|
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions,
|
||||||
|
except share data)
|
||||||
ASSETS
|
|||||||
Cash
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities available for sale, at fair value
|
328.5
|
|
|
132.8
|
|
||
Investment in unconsolidated affiliates
|
360.3
|
|
|
352.8
|
|
||
Notes receivable
|
93.5
|
|
|
75.0
|
|
||
Income taxes receivable
|
—
|
|
|
5.8
|
|
||
Investments in and amounts due from subsidiaries
|
5,199.0
|
|
|
4,111.1
|
|
||
Property and equipment, net
|
9.4
|
|
|
10.9
|
|
||
Prepaid expenses and other assets
|
4.4
|
|
|
1.5
|
|
||
Other intangibles, net
|
16.7
|
|
|
12.3
|
|
||
Total assets
|
$
|
6,011.8
|
|
|
$
|
4,702.2
|
|
LIABILITIES AND EQUITY
|
|||||||
Liabilities:
|
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
$
|
56.9
|
|
|
$
|
35.6
|
|
Income taxes payable
|
103.2
|
|
|
—
|
|
||
Deferred tax liability
|
122.6
|
|
|
95.0
|
|
||
Notes payable
|
980.0
|
|
|
915.7
|
|
||
|
1,262.7
|
|
|
1,046.3
|
|
||
Equity:
|
|
|
|
|
|
||
Common stock, Class A, $0.0001 par value; authorized 600,000,000 shares at December 31, 2012 and 2011; issued 268,541,117, shares and 254,868,484 shares at December 31, 2012 and 2011, respectively
|
—
|
|
|
—
|
|
||
Preferred stock, $0.0001 par value; authorized 50,000,000 shares, issued and outstanding, none
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,018.3
|
|
|
3,798.6
|
|
||
Retained earnings
|
849.4
|
|
|
373.4
|
|
||
Accumulated other comprehensive earnings (loss)
|
58.5
|
|
|
(7.1
|
)
|
||
Less treasury stock, 39,995,513 shares and 34,190,969 shares at December 31, 2012 and 2011, respectively, at cost
|
(658.2
|
)
|
|
(532.2
|
)
|
||
Total equity of Fidelity National Financial, Inc. common shareholders
|
4,268.0
|
|
|
3,632.7
|
|
||
Noncontrolling interests
|
481.1
|
|
|
23.2
|
|
||
Total equity
|
4,749.1
|
|
|
3,655.9
|
|
||
Total liabilities and equity
|
$
|
6,011.8
|
|
|
$
|
4,702.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Other fees and revenue
|
$
|
4.6
|
|
|
$
|
3.4
|
|
|
$
|
4.3
|
|
Interest and investment income and realized gains
|
2.2
|
|
|
0.7
|
|
|
97.2
|
|
|||
Total revenues
|
6.8
|
|
|
4.1
|
|
|
101.5
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel expenses
|
39.2
|
|
|
39.9
|
|
|
23.9
|
|
|||
Other operating expenses
|
20.5
|
|
|
15.3
|
|
|
12.6
|
|
|||
Interest expense
|
61.4
|
|
|
57.5
|
|
|
47.5
|
|
|||
Total expenses
|
121.1
|
|
|
112.7
|
|
|
84.0
|
|
|||
(Losses) earnings before income tax (benefit) expense and equity in earnings of subsidiaries
|
(114.3
|
)
|
|
(108.6
|
)
|
|
17.5
|
|
|||
Income tax (benefit) expense
|
(33.5
|
)
|
|
(35.2
|
)
|
|
5.8
|
|
|||
(Losses) earnings before equity in earnings of subsidiaries
|
(80.8
|
)
|
|
(73.4
|
)
|
|
11.7
|
|
|||
Equity in earnings of subsidiaries
|
692.5
|
|
|
452.5
|
|
|
363.9
|
|
|||
Earnings before earnings attributable to noncontrolling interest
|
611.7
|
|
|
379.1
|
|
|
375.6
|
|
|||
Earnings attributable to noncontrolling interest
|
5.2
|
|
|
9.6
|
|
|
5.5
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
606.5
|
|
|
$
|
369.5
|
|
|
$
|
370.1
|
|
Basic earnings per share
|
$
|
2.74
|
|
|
$
|
1.69
|
|
|
$
|
1.64
|
|
Weighted average shares outstanding, basic basis
|
221.2
|
|
|
219.0
|
|
|
226.2
|
|
|||
Diluted earnings per share
|
$
|
2.68
|
|
|
$
|
1.66
|
|
|
$
|
1.61
|
|
Weighted average shares outstanding, diluted basis
|
226.0
|
|
|
222.7
|
|
|
229.3
|
|
|||
Retained earnings (deficit), beginning of year
|
$
|
373.4
|
|
|
$
|
110.3
|
|
|
$
|
(102.4
|
)
|
Dividends declared
|
(130.5
|
)
|
|
(106.4
|
)
|
|
(157.4
|
)
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
606.5
|
|
|
369.5
|
|
|
370.1
|
|
|||
Retained earnings, end of year
|
$
|
849.4
|
|
|
$
|
373.4
|
|
|
$
|
110.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
611.7
|
|
|
$
|
379.1
|
|
|
$
|
375.6
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of subsidiaries
|
(692.5
|
)
|
|
(452.5
|
)
|
|
(363.9
|
)
|
|||
Losses (gains) on sales of investments and other assets
|
5.5
|
|
|
0.7
|
|
|
(97.5
|
)
|
|||
Stock-based compensation
|
23.4
|
|
|
26.6
|
|
|
25.1
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
(31.0
|
)
|
|
(6.3
|
)
|
|
(3.0
|
)
|
|||
Net change in income taxes
|
172.3
|
|
|
141.9
|
|
|
159.1
|
|
|||
Net decrease in prepaid expenses and other assets
|
4.8
|
|
|
37.7
|
|
|
1.3
|
|
|||
Net (decrease) increase in accounts payable and other accrued liabilities
|
24.9
|
|
|
(18.4
|
)
|
|
18.4
|
|
|||
Net cash provided by operating activities
|
119.1
|
|
|
108.8
|
|
|
115.1
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Net (purchases) proceeds of investments available for sale
|
7.1
|
|
|
(3.3
|
)
|
|
(11.1
|
)
|
|||
Additions to notes receivable
|
(93.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net additions to investments in subsidiaries
|
(116.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net (purchases) proceeds from short-term investing activities
|
(207.8
|
)
|
|
—
|
|
|
(59.1
|
)
|
|||
Net (purchases) proceeds from sales of property, equipment and other assets
|
—
|
|
|
(1.9
|
)
|
|
(2.3
|
)
|
|||
Proceeds from the sale of Sedgwick CMS
|
—
|
|
|
32.0
|
|
|
193.6
|
|
|||
Net cash (used in) provided by investing activities
|
(410.3
|
)
|
|
26.8
|
|
|
121.1
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings
|
548.1
|
|
|
500.0
|
|
|
600.0
|
|
|||
Debt service payments
|
(494.0
|
)
|
|
(515.5
|
)
|
|
(509.2
|
)
|
|||
Make-whole call penalty on early extinguishment of debt
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(7.9
|
)
|
|
(7.9
|
)
|
|
(2.3
|
)
|
|||
Dividends paid
|
(128.7
|
)
|
|
(105.1
|
)
|
|
(156.6
|
)
|
|||
Purchases of treasury stock
|
(37.6
|
)
|
|
(86.2
|
)
|
|
(117.6
|
)
|
|||
Exercise of stock options
|
91.3
|
|
|
7.9
|
|
|
4.8
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
31.0
|
|
|
6.3
|
|
|
3.0
|
|
|||
Net borrowings (payments) and dividends from subsidiaries
|
294.2
|
|
|
64.9
|
|
|
(58.3
|
)
|
|||
Net cash provided by (used in) financing activities
|
291.2
|
|
|
(135.6
|
)
|
|
(236.2
|
)
|
|||
Net change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash at beginning of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
B.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
$
|
398.1
|
|
|
$
|
—
|
|
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
|
282.1
|
|
|
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
|
|
—
|
|
|
236.4
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800.0 at December 31, 2012, due April 2016 with interest payable monthly at LIBOR + 1.45%
|
|
—
|
|
|
100.0
|
|
||
|
|
$
|
980.0
|
|
|
$
|
915.7
|
|
C.
|
Supplemental Cash Flow Information
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Cash paid (received) during the year:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
64.5
|
|
|
$
|
57.4
|
|
|
$
|
47.5
|
|
Income tax payments (refunds)
|
108.6
|
|
|
40.1
|
|
|
33.8
|
|
D.
|
Cash Dividends Received
|
|
|
|
|
Column C
|
|
|
|
|
||||||||||||||
|
|
Column B
|
|
Additions
|
|
|
|
Column E
|
||||||||||||||
|
|
Balance at
|
|
Charge to
|
|
|
|
Column D
|
|
Balance at
|
||||||||||||
Column A
|
|
Beginning of
|
|
Costs and
|
|
Other
|
|
Deduction
|
|
End of
|
||||||||||||
Description
|
|
Period
|
|
Expenses
|
|
(Described)
|
|
(Described)
|
|
Period
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,912.8
|
|
|
$
|
268.5
|
|
|
$
|
—
|
|
|
|
$
|
433.3
|
|
(1)
|
|
$
|
1,748.0
|
|
Allowance on trade and notes receivables
|
|
22.6
|
|
|
8.3
|
|
|
—
|
|
|
|
9.2
|
|
(2)
|
|
21.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
2,270.1
|
|
|
$
|
222.3
|
|
|
$
|
(59.2
|
)
|
(3)
|
|
$
|
520.4
|
|
(1)
|
|
$
|
1,912.8
|
|
Allowance on trade and notes receivables
|
|
28.8
|
|
|
5.4
|
|
|
$
|
(0.4
|
)
|
(3)
|
|
11.2
|
|
(2)
|
|
22.6
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reserve for claim losses
|
|
$
|
2,539.2
|
|
|
$
|
366.5
|
|
|
$
|
—
|
|
|
|
$
|
635.6
|
|
(1)
|
|
$
|
2,270.1
|
|
Allowance on trade and notes receivables
|
|
29.5
|
|
|
11.0
|
|
|
—
|
|
|
|
11.7
|
|
(2)
|
|
28.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents payments of claim losses, net of recoupments.
|
(2)
|
Represents uncollectible accounts written-off, change in reserve due to reevaluation of specific items and change in reserve due to purchases and sales of certain assets.
|
(3)
|
Represents a decrease to the reserve for claim losses as a result of discontinued operations related to our agreement to sell our at-risk insurance business. See Note A under "Discontinued Operations".
|
Exhibit
Number
|
Description
|
|
|
2.1
|
Securities Exchange and Distribution Agreement between Old FNF and the Registrant, dated as of June 25, 2006, as amended and restated as of September 18, 2006 (incorporated by reference to Annex A to the Registrant’s Schedule 14C filed on September 19, 2006 (the “Information Statement”))
|
3.1
|
Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 filed June 3, 2011)
|
3.2
|
Amended and Restated Bylaws of the Registrant, as adopted on September 26, 2005 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)
|
4.1
|
Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005, relating to the 5.25% notes referred to below (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
4.2
|
First Supplemental Indenture between the Registrant and the Bank of New York Trust Company, N.A., dated as of January 6, 2006 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 24, 2006)
|
4.3
|
Second Supplemental Indenture, dated May 5, 2010, between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of May 5, 2010, relating to the 6.60% notes referred to below (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.4
|
Form of Subordinated Indenture between the Registrant and the Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.2 (A) to the Registrant’s Registration Statement on Form S-3 filed on November 14, 2007)
|
4.5
|
Form of 5.25% note due March 15, 2013 (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-4 filed on October 28, 2005)
|
4.6
|
Form of 6.60% Note due 2017 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.7
|
Form of 4.25% Convertible Note due August 2018 (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K filed on August 2, 2011)
|
4.8
|
Form of the Registrant’s Common Stock Certificate (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Annual Report”)
|
10.1
|
Amendment and Restatement Agreement dated as of April 16, 2012 to the Credit Agreement among the Registrant, Bank of America, N.A., and certain agents and other lenders party thereto, dated as of September 12, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 19, 2012)
|
10.2
|
Amendment and Restatement Agreement dated as of March 5, 2010 to the Credit Agreement among the Registrant, Bank of America, N.A., and certain agents and other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 10, 2010)
|
10.3
|
Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan, effective as of September 26, 2005 (incorporated by reference to Annex A to the Registrant’s Schedule 14A filed on April 11, 2011) (1)
|
10.4
|
Fidelity National Title Group, Inc. Employee Stock Purchase Plan, effective as of September 26, 2005 (incorporated by reference to Exhibit 10.50 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005) (1)
|
10.5
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.6
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2012 awards.(1)
|
10.7
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2011 awards (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011) (1)
|
10.8
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2010 awards (incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010) (1)
|
10.9
|
Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2009 awards (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
Exhibit
Number
|
Description
|
|
|
10.10
|
Form of Notice of Stock Option Grant and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan
|
10.11
|
Form of Notice of Stock Option Grant and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.12
|
Tax Disaffiliation Agreement by and among Old FNF, the Registrant and FIS, dated as of October 23, 2006 (incorporated by reference to Exhibit 99.1 to Old FNF’s Form 8-K, filed on October 27, 2006)
|
10.13
|
Cross-Indemnity Agreement by and between the Registrant and FIS, dated as of October 23, 2006 (incorporated by reference to Exhibit 99.2 to FIS’s Form 8-K, filed on October 27, 2006)
|
10.14
|
Amended and Restated Employment Agreement between the registrant and George P. Scanlon, effective as of November 1, 2010. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2010) (1)
|
10.15
|
Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.16
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
10.17
|
Amendment effective July 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett, effective as of July 2, 2008. (incorporated by reference to Registrant’s Current Report on Form 8-K filed on July 3, 2012) (1)
|
10.18
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and William P. Foley, II, effective as of July 2, 2008 (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1).
|
10.19
|
Amended and Restated Employment Agreement between the Registrant and William P. Foley, II, effective as of July 2, 2008(1) (incorporated by reference to Exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.20
|
Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October 10, 2008 (1) (incorporated by reference to Exhibit 10.16 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
10.21
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October 10, 2008 (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1)
|
10.22
|
Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January 30, 2013 (1)
|
10.23
|
Fidelity National Title Group, Inc. Annual Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
10.24
|
Fidelity National Financial, Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008) (1)
|
10.25
|
Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (1)
|
10.26
|
Form of Notice of Long-Term Investment Success Performance Award Agreement - Tier 1 under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
10.27
|
Form of Notice of Long-Term Investment Success Performance Award Agreement - Tier 2 under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Annex B to the Registrant's Schedule 14A filed on April 11, 2011) (1)
|
21.1
|
Subsidiaries of the Registrant
|
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Exhibit
Number
|
Description
|
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
|
(1)
|
A management or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(c) of Form 10-K
|
Section 1.
|
GRANT OF RESTRICTED STOCK
|
Section 2.
|
FORFEITURE AND TRANSFER RESTRICTIONS
|
Section 3.
|
STOCK CERTIFICATES
|
Section 4.
|
SHAREHOLDER RIGHTS
|
Section 5.
|
DIVIDENDS
|
Section 6.
|
MISCELLANEOUS PROVISIONS
|
Anniversary Date
|
% of Restricted Stock
|
|
First (1
st
) anniversary of the Effective Date of Grant
|
33.33
|
%
|
Second (2
nd
) anniversary of the Effective Date of Grant
|
33.33
|
%
|
Third (3
rd
) anniversary of the Effective Date of Grant
|
33.34
|
%
|
Name of Optionee:
|
|
Total Number of Shares Subject to Option:
|
|
Type of Option:
|
Nonqualified
|
Exercise Price Per Share:
|
$ (
clsoing price on November 8
)
|
Effective Date of Grant:
|
November 8, 2012
|
Vesting Schedule:
|
Subject to the terms of the Plan and the Stock Option Agreement attached hereto, the right to exercise this Option shall vest with respect to one-third of the total number of Shares subject to this Option on each anniversary of the Effective Date of Grant.
|
Expiration Date:
|
7th Anniversary of Effective Date of Grant The Option is subject to earlier expiration, as provided in Section 3(b) of the attached Stock Option Agreement
|
SECTION 1.
|
GRANT OF OPTION.
|
SECTION 2.
|
RIGHT TO EXERCISE
.
|
SECTION 3.
|
TERM AND EXPIRATION.
|
SECTION 4.
|
TRANSFERABILITY OF OPTION.
|
SECTION 5.
|
MISCELLANEOUS PROVISIONS.
|
(c)
|
Exclusion
. Working, directly or indirectly, for any of the following entities shall not be considered competitive to the Company or its affiliates for the purpose of Section 13(b) (After Employment Term Non-Compete): (i) Fidelity National Information Services, Inc., its affiliates or their successors; or (ii) the Company, its affiliates or their successors if this Agreement is assumed by a third party as contemplated by Section 21.
|
|
FIDELITY NATINOAL FINANCIAL, INC.
|
|
|
|
By:
/s/ George P. Scanlon
|
|
Its: Chief Executive Officer
|
|
/s/ Brent B. Bickett
|
|
BRENT B. BICKETT
|
|
|
FIDELITY NATIONAL FINANCIAL, INC.
|
|
By:
|
/s/ George P. Scanlon
|
|
Its:
|
Chief Executive Officer
|
|
|
Michael L. Gravelle
|
|
|
/s/ Michael L. Gravelle
|
|
|
FIDELITY NATIONAL FINANCIAL, INC.
|
|
By:
|
/s/ Michael L. Gravelle
|
|
Its:
|
Executive Vice President, General Counsel, Corporate Secretary
|
|
|
Peter T. Sadowski
|
|
|
/s/ Peter T. Sadowski
|
|
|
|
COMPANY
|
|
INCORPORATION
|
FNTG Holdings, Inc.
|
|
Delaware
|
Chicago Title Insurance Company
|
|
Nebraska
|
Fidelity National Title Group, Inc.
|
|
Delaware
|
Fidelity National Title Insurance Company
|
|
California
|
Commonwealth Land Title Insurance Company
|
|
Nebraska
|
Remy International, Inc.
|
|
Delaware
|
|
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
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Chief Financial Officer
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1.
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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.
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2.
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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.
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In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.
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By:
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/s/ George P. Scanlon
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George P. Scanlon
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Chief Executive Officer
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1.
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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.
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2.
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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.
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By:
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/s/ Anthony J. Park
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Anthony J. Park
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Chief Financial Officer
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