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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, 2015
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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
þ
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Accelerated filer
o
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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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Title.
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 sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes the transaction services business acquired from Lender Processing Services, Inc. ("LPS"), now combined with our ServiceLink business. Transaction services include other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.
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Black Knight.
This segment consists of the operations of Black Knight, which, through leading software systems and information solutions, provides mission critical technology and data and analytics services that facilitate and automate many of the business processes across the life cycle of a mortgage.
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FNF Core Corporate and Other.
This
segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other smaller real estate and insurance-related operations.
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Restaurant Group.
This segment consists of the operations of ABRH, in which we have a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Legendary Baking concepts. This segment also includes the results of J. Alexander's, Inc. ("J. Alexander's") through September 28, 2015, the date it was distributed to FNFV shareholders. See the Recent Developments section in Item 7 for further discussion of the distribution of J. Alexander's. On January 25, 2016, substantially all of the assets of the Max & Erma's restaurant concept were sold pursuant to an Asset Purchase Agreement.
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FNFV Corporate and Other.
This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including Digital Insurance, in which we own
96%
, and other smaller operations which are not title related.
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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, Alamo Title, and National Title of New York. 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 maintain profitability 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 support 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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Further penetration of our solutions with existing clients
. We believe our established client base presents a substantial opportunity for growth. We seek to capitalize on the trend of standardization and increased adoption of leading third-party solutions and increase the number of solutions provided to our existing client base. We intend to broaden and deepen our client relationships by cross-selling our suite of end-to-end technology solutions, as well as our robust data and analytics. We have established incentives within our sales force, as well as a core team of account managers, to encourage cross-selling of our full range of solutions to our existing clients. By helping our clients understand the full extent of our comprehensive solutions and the value of leveraging the multiple solutions that we offer, we believe we can expand our existing relationships by freeing our clients to focus on their core businesses and their customers.
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Win new clients in existing markets
. We intend to attract new clients in the mortgage industry by leveraging the value proposition provided by our technology platform and comprehensive solutions offering. In particular, we believe there is a significant opportunity to penetrate the underserved mid-tier mortgage originators and servicers market. We believe that these institutions can benefit from our proven solutions suite in order to address increasingly complex regulatory requirements and compete more effectively in the evolving mortgage market. We intend to continue to pursue this channel and benefit from the low incremental cost of adding new customers to our scaled technology infrastructure.
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Continue to innovate and introduce new solutions
. Our long-term vision is to be the industry-leading provider for participants of the mortgage industry for their platform, data, and analytic needs. We
intend to enhance what we believe is a leadership position in the industry by continuing to innovate our solutions and refine the insight we provide to our clients. We have a strong track record of introducing and developing new solutions that span the mortgage loan life cycle, are tailored to specific industry trends and that enhance our clients’ core operating functions. By working in partnership with key clients, we have been able to develop and market new and advanced solutions to our client base that meet the evolving demands of the mortgage industry. In addition, we will continue to develop and leverage insights from our large public and proprietary data assets to further improve our customer value proposition.
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Powerful focus and dedication to staying up-to-date with regulatory requirements
. We have dedicated significant technological and management resources to build and maintain a regulatory infrastructure and human capital base to assist our clients with increased regulatory oversight and requirements. We are able to leverage our consistent investment in this area through our SaaS technology solutions and our market-leading scale. We intend to continue our strategy of building and investing in solutions that help our clients with the regulatory environment.
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Selectively pursue strategic acquisitions
. The core focus of our strategy is to grow organically. However, we may selectively evaluate strategic acquisition opportunities that may allow us to expand our footprint, broaden our client base and deepen our product and service offerings. We believe that
there are meaningful synergies that result from acquiring small companies that provide best-of-breed single point solutions. The potential revenue synergies would result from integrating and cross-selling these point solutions into our broader client base and cost synergies would result from integrating acquisitions into our efficient operating environment.
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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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2015
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2014
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2013
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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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(Dollars in millions)
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Direct
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$
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2,009
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46.9
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%
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$
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1,727
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47.0
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%
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$
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1,800
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43.4
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%
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Agency
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2,277
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53.1
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1,944
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53.0
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2,352
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56.6
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Total title insurance premiums
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$
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4,286
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100.0
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%
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$
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3,671
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100.0
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%
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$
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4,152
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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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An S&P "A" rating is the third highest rating of 11 ratings for S&P. S&P states that an “A” rating means that, in its opinion, the insurer has strong financial security characteristics.
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A Moody's "A3" rating is the third highest rating of 9 ratings for Moody's. Moody's states that insurance companies rated “A3” offer good financial security.
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An A.M. Best "A" rating is the third highest rating of 18 ratings for A.M. Best. A.M. Best states that its “A (Excellent)” rating is assigned to those companies that have, in its opinion, an excellent ability to meet their ongoing obligations to policyholders.
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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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National Title Insurance of New York
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A'
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December 31,
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2015
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2014
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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
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15.4
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%
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$
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430
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15.1
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%
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$
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373
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11.7
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%
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$
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379
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11.7
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%
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Aa/AA
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553
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19.4
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565
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19.9
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701
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22.0
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721
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22.2
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A
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930
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32.6
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943
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33.1
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1,061
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33.3
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1,085
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33.4
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Baa/BBB
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744
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26.1
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744
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26.1
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764
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24.0
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778
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24.0
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Ba/BB/B
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84
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3.0
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80
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2.8
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186
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5.8
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184
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5.7
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Lower
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58
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2.0
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39
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1.4
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60
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1.9
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60
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1.8
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Other
(2)
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44
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1.5
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46
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1.6
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41
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1.3
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41
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1.2
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$
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2,852
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100.0
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%
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$
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2,847
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100.0
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%
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$
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3,186
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100.0
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%
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$
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3,248
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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, 2015
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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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(Dollars in millions)
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One year or less
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$
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405
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15.8
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%
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$
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404
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15.8
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%
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After one year through five years
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1,829
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71.4
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1,828
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71.5
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After five years through ten years
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232
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9.1
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229
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9.0
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After ten years
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26
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1.0
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26
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1.0
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Mortgage-backed/asset-backed securities
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68
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2.7
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71
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2.8
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$
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2,560
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100
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%
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$
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2,558
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100
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%
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December 31,
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2015
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2014
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2013
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(Dollars in millions)
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Net investment income (1)
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$
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137
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$
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139
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$
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147
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Average invested assets
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$
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4,020
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$
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3,819
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$
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3,627
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Effective return on average invested assets
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3.4
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%
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3.6
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%
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4.1
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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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Year Ended December 31,
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2015
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2014
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2013
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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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|||||||||
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(Dollars in millions)
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California
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$
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649
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15.1
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%
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$
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552
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15.0
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%
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$
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632
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15.2
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%
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Texas
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616
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14.4
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567
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15.4
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597
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14.4
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New York
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349
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8.1
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289
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7.9
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305
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7.4
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Florida
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349
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8.1
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286
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7.8
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316
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7.6
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Illinois
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243
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5.7
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214
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5.8
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222
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5.3
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All others
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2,080
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48.6
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1,763
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48.1
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2,080
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50.1
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Totals
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$
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4,286
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100.0
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%
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$
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3,671
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100.0
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%
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$
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4,152
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100.0
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%
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•
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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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•
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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 States of California and Texas are the source of approximately
15.1%
and
14.4%
, respectively, 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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•
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our dependence on distributions from our title insurance underwriters as our main source of cash flow;
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•
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competition from other title insurance companies; and
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•
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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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•
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when mortgage interest rates are high or increasing;
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•
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when the mortgage funding supply is limited; and
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•
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when the United States economy is weak, including high unemployment levels.
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•
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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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disclosure requirements on key terms of mortgage loans;
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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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actual or anticipated fluctuations in a group’s operating results or in the operating results of particular companies attributable to such group;
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•
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potential acquisition activity by FNF or the companies in which we invest;
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•
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issuances of debt or equity securities to raise capital by FNF or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to each of the groups;
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•
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changes in financial estimates by securities analysts regarding FNF Group common stock or FNFV Group common stock or the companies attributable to either of our tracking stock groups;
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•
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the complex nature and the potential difficulties investors may have in understanding the terms of both of our tracking stocks, as well as concerns regarding the possible effect of certain of those terms on an investment in our stock; and
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•
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general market conditions.
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•
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decisions as to the terms of any business relationships that may be created between the FNF Group and the FNFV Group or the terms of any reattributions of assets between the groups;
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•
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decisions as to the allocation of consideration among the holders of FNF Group common stock and FNFV Group common stock to be received in connection with a merger involving FNF;
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•
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decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of both groups;
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•
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decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;
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•
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decisions as to the conversion of shares of common stock of one group into shares of common stock of the other, which the Board of Directors may make in its sole discretion, so long as the shares are converted (other than in connection with the disposition of all or substantially all of a group’s assets) at a ratio that provides the shareholders of the converted stock with a premium based on the following requirements:
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▪
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decisions regarding the creation of, and, if created, the subsequent increase or decrease of any intergroup interest that one group may own in the other group;
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•
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decisions as to the internal or external financing attributable to businesses or assets attributed to either of our groups;
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•
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decisions as to the dispositions of assets of either of our groups; and
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•
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decisions as to the payment of dividends on the stock relating to either of our groups.
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•
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obtain information regarding the divergence (or potential divergence) of interests;
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•
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determine under what circumstances to seek the assistance of outside advisers;
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•
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determine whether a committee of our Board of Directors should be appointed to address a specific matter and the appropriate members of that committee; and
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•
|
assess what is in our best interest and the best interest of all of our shareholders.
|
•
|
declare and pay a dividend on the disposing group’s common stock;
|
•
|
redeem shares of the disposing group’s common stock in exchange for cash, securities or other property; and/or
|
•
|
convert all or a portion of the disposing group’s outstanding common stock into common stock of the other group.
|
•
|
classifying our Board of Directors with staggered three-year terms, which may lengthen the time required to gain control of our Board of Directors;
|
•
|
limiting who may call special meetings of shareholders;
|
•
|
establishing advance notice requirements for nominations of candidates for election to our board of directors; and
|
•
|
the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our Board of Directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of FNF.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
FNF Group
|
Stock Price High
|
|
Stock Price Low
|
|
Cash Dividends
Declared
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|||
First quarter
|
$
|
38.41
|
|
|
$
|
34.29
|
|
|
$
|
0.19
|
|
Second quarter
|
38.50
|
|
|
35.91
|
|
|
0.19
|
|
|||
Third quarter
|
39.99
|
|
|
34.75
|
|
|
0.21
|
|
|||
Fourth quarter
|
36.99
|
|
|
32.49
|
|
|
0.21
|
|
|||
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Third quarter
|
$
|
28.59
|
|
|
$
|
26.59
|
|
|
$
|
0.18
|
|
Fourth quarter
|
36.02
|
|
|
26.21
|
|
|
0.19
|
|
FNFV Group
|
Stock Price High
|
|
Stock Price Low
|
|
Cash Dividends
Declared
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|||
First quarter
|
$
|
15.04
|
|
|
$
|
11.61
|
|
|
$
|
—
|
|
Second quarter
|
15.80
|
|
|
14.17
|
|
|
—
|
|
|||
Third quarter
|
15.62
|
|
|
11.66
|
|
|
—
|
|
|||
Fourth quarter
|
12.06
|
|
|
9.88
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Third quarter
|
$
|
16.94
|
|
|
$
|
13.76
|
|
|
$
|
—
|
|
Fourth quarter
|
15.74
|
|
|
13.00
|
|
|
—
|
|
Old FNF
|
Stock Price High
|
|
Stock Price Low
|
|
Cash Dividends
Declared
|
||||||
Year ended December 31, 2014 (1)
|
|
|
|
|
|
|
|
|
|||
First quarter
|
$
|
33.22
|
|
|
$
|
29.78
|
|
|
$
|
0.18
|
|
Second quarter
|
34.45
|
|
|
31.11
|
|
|
0.18
|
|
|
|
12/31/2010
|
12/31/2011
|
12/31/2012
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
||||||
|
|
|
|
|
|
|
|
||||||
Fidelity National Financial, Inc.
|
|
100.00
|
|
120.19
|
|
182.94
|
|
258.66
|
|
342.03
|
|
352.02
|
|
S&P 500
|
|
100.00
|
|
102.11
|
|
118.45
|
|
156.82
|
|
178.29
|
|
180.75
|
|
Peer Group
|
|
100.00
|
|
87.88
|
|
174.24
|
|
209.57
|
|
255.78
|
|
275.46
|
|
|
|
7/1/2014
|
12/31/2014
|
12/31/2015
|
|||
|
|
|
|
|
|||
Fidelity National Financial Ventures
|
|
100.00
|
|
81.60
|
|
89.06
|
|
S&P 500
|
|
100.00
|
|
106.12
|
|
107.58
|
|
Peer Group (1)
|
|
100.00
|
|
109.66
|
|
104.83
|
|
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)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
6/1/2015 - 6/30/2015
|
|
1,100,000
|
|
|
$
|
36.93
|
|
|
1,100,000
|
|
|
11,820,000
|
|
7/1/2015 - 7/31/2015
|
|
250,000
|
|
|
38.12
|
|
|
250,000
|
|
|
24,950,000
|
|
|
8/1/2015 - 8/31/2015
|
|
1,050,000
|
|
|
38.53
|
|
|
1,050,000
|
|
|
23,900,000
|
|
|
9/1/2015 - 9/30/2015
|
|
1,050,000
|
|
|
36.35
|
|
|
1,050,000
|
|
|
22,850,000
|
|
|
10/1/2015 - 10/31/2015
|
|
350,000
|
|
|
35.89
|
|
|
350,000
|
|
|
22,500,000
|
|
|
11/1/2015 - 11/30/2015
|
|
1,000,000
|
|
|
35.30
|
|
|
1,000,000
|
|
|
21,500,000
|
|
|
12/1/2015 - 12/31/2015
|
|
1,075,000
|
|
|
34.65
|
|
|
1,075,000
|
|
|
20,425,000
|
|
|
Total
|
|
5,875,000
|
|
|
$
|
36.41
|
|
|
5,875,000
|
|
|
|
(1)
|
On July 21, 2012, our Board of Directors approved a three-year stock purchase program, effective August 1, 2012, under which we can repurchase up to 15 million shares of our FNF Group common stock through July 31, 2015. On July 20, 2015, our Board of Directors approved a new three-year stock repurchase program. Under the new stock repurchase program, we can repurchase up to 25 million shares of our common stock through July 30, 2018.
|
(2)
|
As of the last day of the applicable month.
|
Period
|
|
Total Number of Shares Purchased (3)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
1/1/2015 - 1/31/2015
|
|
423,350
|
|
|
$
|
12.34
|
|
|
423,350
|
|
|
9,460,550
|
|
3/1/2015 - 3/31/2015
|
|
12,333,333
|
|
|
15.00
|
|
|
—
|
|
|
9,460,550
|
|
|
4/1/2015 - 4/30/2015
|
|
50,000
|
|
|
14.62
|
|
|
50,000
|
|
|
9,410,550
|
|
|
5/1/2015 - 5/31/2015
|
|
850,000
|
|
|
15.07
|
|
|
850,000
|
|
|
8,560,550
|
|
|
6/1/2015 - 6/30/2015
|
|
1,000,000
|
|
|
15.23
|
|
|
1,000,000
|
|
|
7,560,550
|
|
|
7/1/2015 - 7/31/2015
|
|
204,000
|
|
|
15.08
|
|
|
204,000
|
|
|
7,356,550
|
|
|
8/1/2015 - 8/31/2015
|
|
1,393,000
|
|
|
14.49
|
|
|
1,393,000
|
|
|
5,963,550
|
|
|
9/1/2015 - 9/30/2015
|
|
679,532
|
|
|
13.73
|
|
|
679,532
|
|
|
5,284,018
|
|
|
10/1/2015 - 10/31/2015
|
|
530,000
|
|
|
11.66
|
|
|
530,000
|
|
|
4,754,018
|
|
|
11/1/2015 - 11/30/2015
|
|
1,462,500
|
|
|
11.09
|
|
|
1,462,500
|
|
|
3,291,518
|
|
|
12/1/2015 - 12/31/2015
|
|
1,595,000
|
|
|
10.68
|
|
|
1,595,000
|
|
|
1,696,518
|
|
|
Total
|
|
20,520,715
|
|
|
$
|
14.18
|
|
|
8,187,382
|
|
|
|
(1)
|
On October 28, 2014, our Board of Directors approved a three-year stock purchase program, effective November 6, 2014, under which we can repurchase up to 10 million shares of our FNFV Group common stock through November 30, 2017.
|
(2)
|
As of the last day of the applicable month.
|
(3)
|
On March 20, 2015 we completed our tender offer to purchase 12,333,333 shares of FNFV stock at a price of $15.00 per share.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
9,132
|
|
|
$
|
8,024
|
|
|
$
|
7,440
|
|
|
$
|
6,668
|
|
|
$
|
4,800
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel costs
|
2,671
|
|
|
2,540
|
|
|
2,061
|
|
|
1,834
|
|
|
1,568
|
|
|||||
Agent commissions
|
1,731
|
|
|
1,471
|
|
|
1,789
|
|
|
1,600
|
|
|
1,411
|
|
|||||
Other operating expenses
|
1,881
|
|
|
1,643
|
|
|
1,273
|
|
|
1,269
|
|
|
1,064
|
|
|||||
Cost of restaurant revenues
|
1,195
|
|
|
1,220
|
|
|
1,204
|
|
|
773
|
|
|
—
|
|
|||||
Depreciation and amortization
|
410
|
|
|
403
|
|
|
133
|
|
|
103
|
|
|
73
|
|
|||||
Provision for title claim losses
|
246
|
|
|
228
|
|
|
291
|
|
|
279
|
|
|
222
|
|
|||||
Interest expense
|
131
|
|
|
127
|
|
|
73
|
|
|
64
|
|
|
57
|
|
|||||
|
8,265
|
|
|
7,632
|
|
|
6,824
|
|
|
5,922
|
|
|
4,395
|
|
|||||
Earnings before income taxes, equity in (loss) earnings of unconsolidated affiliates, and noncontrolling interest
|
867
|
|
|
392
|
|
|
616
|
|
|
746
|
|
|
405
|
|
|||||
Income tax expense
|
290
|
|
|
312
|
|
|
195
|
|
|
242
|
|
|
131
|
|
|||||
Earnings before equity in (loss) earnings of unconsolidated affiliates
|
577
|
|
|
80
|
|
|
421
|
|
|
504
|
|
|
274
|
|
|||||
Equity in (loss) earnings of unconsolidated affiliates
|
(16
|
)
|
|
432
|
|
|
(26
|
)
|
|
10
|
|
|
10
|
|
|||||
Earnings from continuing operations, net of tax
|
561
|
|
|
512
|
|
|
395
|
|
|
514
|
|
|
284
|
|
|||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
7
|
|
|
16
|
|
|
98
|
|
|
95
|
|
|||||
Net earnings
|
561
|
|
|
519
|
|
|
411
|
|
|
612
|
|
|
379
|
|
|||||
Less: net earnings (loss) attributable to noncontrolling interests
|
34
|
|
|
(64
|
)
|
|
17
|
|
|
5
|
|
|
10
|
|
|||||
Net earnings attributable to FNF common shareholders
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
|
$
|
607
|
|
|
$
|
369
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net earnings per share attributable to Old FNF common shareholders
|
|
|
$
|
0.33
|
|
|
$
|
1.71
|
|
|
$
|
2.75
|
|
|
$
|
1.68
|
|
||
Basic net earnings per share attributable to FNF Group common shareholders
|
$
|
1.95
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
||||||
Basic net (loss) earnings per share attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.04
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding Old FNF, basic basis (1)
|
|
|
138
|
|
|
230
|
|
|
221
|
|
|
219
|
|
||||||
Weighted average shares outstanding FNF Group, basic basis (1)
|
277
|
|
|
138
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNFV Group, basic basis (1)
|
79
|
|
|
46
|
|
|
|
|
|
|
|
||||||||
Diluted net earnings per share attributable to Old FNF common shareholders
|
|
|
$
|
0.32
|
|
|
$
|
1.68
|
|
|
$
|
2.69
|
|
|
$
|
1.65
|
|
||
Diluted net earnings per share attributable to FNF Group common shareholders
|
$
|
1.89
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
||||||
Diluted net (loss) earnings per share attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.01
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding Old FNF, diluted basis (1)
|
|
|
142
|
|
|
235
|
|
|
226
|
|
|
223
|
|
||||||
Weighted average shares outstanding FNF Group, diluted basis (1)
|
286
|
|
|
142
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNFV Group, diluted basis (1)
|
82
|
|
|
47
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share of Old FNF common stock
|
|
|
|
$
|
0.36
|
|
|
$
|
0.66
|
|
|
$
|
0.58
|
|
|
$
|
0.48
|
|
|
Dividends declared per share of FNF Group common stock
|
$
|
0.80
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investments (2)
|
$
|
4,853
|
|
|
$
|
4,669
|
|
|
$
|
3,791
|
|
|
$
|
4,053
|
|
|
$
|
4,052
|
|
Cash and cash equivalents (3)
|
780
|
|
|
700
|
|
|
1,969
|
|
|
1,132
|
|
|
665
|
|
|||||
Total assets
|
13,931
|
|
|
13,845
|
|
|
10,508
|
|
|
9,886
|
|
|
7,850
|
|
|||||
Notes payable
|
2,793
|
|
|
2,803
|
|
|
1,303
|
|
|
1,327
|
|
|
904
|
|
|||||
Reserve for title claim losses
|
1,583
|
|
|
1,621
|
|
|
1,636
|
|
|
1,748
|
|
|
1,913
|
|
|||||
Redeemable NCI
|
344
|
|
|
715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity
|
6,588
|
|
|
6,073
|
|
|
5,535
|
|
|
4,749
|
|
|
3,655
|
|
|||||
Book value per share Old FNF
|
|
|
|
|
$
|
22.14
|
|
|
$
|
20.78
|
|
|
$
|
16.57
|
|
||||
Book value per share FNF Group (4)
|
$
|
21.21
|
|
|
$
|
18.87
|
|
|
|
|
|
|
|
||||||
Book value per share FNFV Group (4)
|
$
|
15.05
|
|
|
$
|
16.31
|
|
|
|
|
|
|
|
||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Orders opened by direct title operations (in 000's)
|
2,092
|
|
|
1,914
|
|
|
2,181
|
|
|
2,702
|
|
|
2,140
|
|
|||||
Orders closed by direct title operations (in 000's)
|
1,472
|
|
|
1,319
|
|
|
1,708
|
|
|
1,867
|
|
|
1,514
|
|
|||||
Provision for title insurance claim losses as a percent of title insurance premiums
|
5.7
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
6.8
|
%
|
|||||
Title related revenue (5):
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage direct operations
|
70.1
|
%
|
|
70.0
|
%
|
|
60.1
|
%
|
|
61.9
|
%
|
|
60.6
|
%
|
|||||
Percentage agency operations
|
29.9
|
%
|
|
30.0
|
%
|
|
39.9
|
%
|
|
38.1
|
%
|
|
39.4
|
%
|
(1)
|
Weighted average shares outstanding as of December 31, 2014 includes 25,920,078 FNF shares that were issued as part of the acquisition of LPS on January 2, 2014 and 91,711,237 FNFV shares that were issued as part of the recapitalization completed on June 30, 2014. Weighted average shares outstanding as of December 31, 2013 includes 19,837,500 shares that were issued as part of an equity offering by FNF on October 31, 2013.
|
(2)
|
Investments as of
December 31, 2015
,
2014
,
2013
,
2012
, and
2011
, include securities pledged to secured trust deposits of
$608 million
,
$499 million
,
$261 million
,
$278 million
, and
$280 million
, respectively.
|
(3)
|
Cash and cash equivalents as of
December 31, 2015
,
2014
,
2013
,
2012
, and
2011
include cash pledged to secured trust deposits of
$108 million
,
$136 million
,
$339 million
,
$266 million
, and
$162 million
, respectively.
|
(4)
|
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.
|
(5)
|
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)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
2,061
|
|
|
$
|
2,395
|
|
|
$
|
2,392
|
|
|
$
|
2,284
|
|
Earnings from continuing operations before income taxes, equity in (loss) earnings of unconsolidated affiliates, and noncontrolling interest
|
151
|
|
|
254
|
|
|
238
|
|
|
224
|
|
||||
Net earnings attributable to FNF Group common shareholders
|
86
|
|
|
160
|
|
|
150
|
|
|
144
|
|
||||
Net earnings (loss) attributable to FNFV Group common shareholders
|
—
|
|
|
10
|
|
|
(18
|
)
|
|
(5
|
)
|
||||
Basic earnings per share attributable to FNF Group common shareholders
|
0.31
|
|
|
0.57
|
|
|
0.54
|
|
|
0.52
|
|
||||
Basic earnings (loss) per share attributable to FNFV Group common shareholders
|
—
|
|
|
0.12
|
|
|
(0.24
|
)
|
|
(0.07
|
)
|
||||
Diluted earnings per share attributable to FNF Group common shareholders
|
0.30
|
|
|
0.56
|
|
|
0.53
|
|
|
0.51
|
|
||||
Diluted earnings (loss) per share attributable to FNFV Group common shareholders
|
—
|
|
|
0.12
|
|
|
(0.24
|
)
|
|
(0.07
|
)
|
||||
Dividends paid per share FNF Group common stock
|
0.19
|
|
|
0.19
|
|
|
0.21
|
|
|
0.21
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
1,786
|
|
|
$
|
2,059
|
|
|
$
|
2,093
|
|
|
$
|
2,086
|
|
(Loss) earnings from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, and noncontrolling interest
|
(89
|
)
|
|
156
|
|
|
172
|
|
|
153
|
|
||||
Net (loss) earnings attributable to Old FNF common shareholders
|
(22
|
)
|
|
111
|
|
|
—
|
|
|
—
|
|
||||
Net earnings attributable to FNF Group common shareholders
|
|
|
|
|
114
|
|
|
100
|
|
||||||
Net (loss) earnings attributable to FNFV Group common shareholders
|
|
|
|
|
(12
|
)
|
|
292
|
|
||||||
Basic (loss) earnings per share attributable to Old FNF common shareholders
|
(0.08
|
)
|
|
0.41
|
|
|
|
|
|
||||||
Basic earnings per share attributable to FNF Group common shareholders
|
|
|
|
|
0.40
|
|
|
0.37
|
|
||||||
Basic (loss) earnings per share attributable to FNFV Group common shareholders
|
|
|
|
|
(0.14
|
)
|
|
3.18
|
|
||||||
Diluted (loss) earnings per share attributable to Old FNF common shareholders
|
(0.08
|
)
|
|
0.40
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to FNF Group common shareholders
|
|
|
|
|
0.40
|
|
|
0.35
|
|
||||||
Diluted (loss) earnings per share attributable to FNFV Group common shareholders
|
|
|
|
|
(0.14
|
)
|
|
3.15
|
|
||||||
Dividends paid per share of Old FNF Common Stock
|
0.18
|
|
|
0.18
|
|
|
|
|
|
||||||
Dividends paid per share FNF Group common stock
|
|
|
|
|
0.18
|
|
|
0.19
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Title.
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 sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes the transaction services business acquired from Lender Processing Services, Inc. ("LPS"), now combined with our ServiceLink business. Transaction services include other title related services used in the production and management of mortgage loans, including mortgage loans that experience default.
|
•
|
Black Knight.
This segment consists of the operations of Black Knight, which, through leading software systems and information solutions, provides mission critical technology and data and analytics services that facilitate and automate many of the business processes across the life cycle of a mortgage.
|
•
|
FNF Core Corporate and Other.
This segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other smaller real estate and insurance-related operations.
|
•
|
Restaurant Group.
This segment consists of the operations of ABRH, in which we have a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Legendary Baking concepts. This segment also includes the results of J. Alexander's, Inc. ("J. Alexander's") through September 28, 2015, the date it was distributed to FNFV shareholders. See the Recent Developments section below for further discussion of the distribution of J. Alexander's. On January 25, 2016, substantially all of the assets of the Max & Erma's restaurant concept were sold pursuant to an Asset Purchase Agreement.
|
•
|
FNFV Corporate and Other.
This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including Digital Insurance in which we own
96%
, and other smaller operations which are not title related.
|
•
|
mortgage interest rates;
|
•
|
the mortgage funding supply; and
|
•
|
the strength of the United States economy, including employment levels.
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Purchase transactions
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
0.9
|
|
Refinance transactions
|
|
0.3
|
|
|
0.4
|
|
|
0.5
|
|
|
0.7
|
|
||||
Total U.S. mortgage originations
|
|
$
|
1.3
|
|
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
|
December 31, 2015
|
|
|
%
|
|
December 31, 2014
|
|
%
|
|||||
|
|
(in millions)
|
||||||||||||
Known claims
|
|
$
|
202
|
|
|
12.8
|
%
|
|
$
|
231
|
|
|
14.3
|
%
|
IBNR
|
|
1,381
|
|
|
87.2
|
|
|
1,390
|
|
|
85.7
|
|
||
Total Reserve for Title Claim Losses
|
|
$
|
1,583
|
|
|
100.0
|
%
|
|
$
|
1,621
|
|
|
100.0
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Beginning balance
|
$
|
1,621
|
|
|
$
|
1,636
|
|
|
$
|
1,748
|
|
Reserve assumed, net (1)
|
—
|
|
|
52
|
|
|
—
|
|
|||
Reinsurance recoverable
|
1
|
|
|
7
|
|
|
—
|
|
|||
Claims loss provision related to:
|
|
|
|
|
|
||||||
Current year
|
224
|
|
|
202
|
|
|
220
|
|
|||
Prior years
|
22
|
|
|
26
|
|
|
71
|
|
|||
Total title claims loss provision
|
246
|
|
|
228
|
|
|
291
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(7
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|||
Prior years
|
(278
|
)
|
|
(297
|
)
|
|
(394
|
)
|
|||
Total title claims paid, net of recoupments
|
(285
|
)
|
|
(302
|
)
|
|
(403
|
)
|
|||
Ending balance
|
$
|
1,583
|
|
|
$
|
1,621
|
|
|
$
|
1,636
|
|
Title premiums
|
$
|
4,286
|
|
|
$
|
3,671
|
|
|
$
|
4,152
|
|
(1)
|
Reserve of $54 million was recorded as part of the acquisition of LPS on January 2, 2014, and a reserve of $2 million was released as part of the sale of a small title operation.
|
|
2015
|
|
2014
|
|
2013
|
|||
Provision for claim losses as a percentage of title insurance premiums:
|
|
|
|
|
|
|
|
|
Current year
|
5.2
|
%
|
|
5.5
|
%
|
|
5.3
|
%
|
Prior years
|
0.5
|
|
|
0.7
|
|
|
1.7
|
|
Total provision
|
5.7
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
|
|
Loss Payments
|
|
Claims Management Expenses
|
|
Recoupments
|
|
Net Loss Payments
|
||||||||
Year ended December 31, 2015
|
|
$
|
211
|
|
|
$
|
137
|
|
|
$
|
(63
|
)
|
|
$
|
285
|
|
Year ended December 31, 2014
|
|
207
|
|
|
151
|
|
|
(56
|
)
|
|
302
|
|
||||
Year ended December 31, 2013
|
|
323
|
|
|
162
|
|
|
(82
|
)
|
|
403
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
117
|
|
State and political subdivisions
|
—
|
|
|
768
|
|
|
—
|
|
|
768
|
|
||||
Corporate debt securities
|
—
|
|
|
1,495
|
|
|
—
|
|
|
1,495
|
|
||||
Foreign government bonds
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Preferred stock available for sale
|
42
|
|
|
247
|
|
|
—
|
|
|
289
|
|
||||
Equity securities available for sale
|
334
|
|
|
11
|
|
|
—
|
|
|
345
|
|
||||
Total assets
|
$
|
376
|
|
|
$
|
2,816
|
|
|
$
|
—
|
|
|
$
|
3,192
|
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
115
|
|
State and political subdivisions
|
—
|
|
|
948
|
|
|
—
|
|
|
948
|
|
||||
Corporate debt securities
|
—
|
|
|
1,820
|
|
|
—
|
|
|
1,820
|
|
||||
Foreign government bonds
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
||||
Preferred stock available for sale
|
50
|
|
|
173
|
|
|
—
|
|
|
223
|
|
||||
Equity securities available for sale
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||
Total assets
|
$
|
195
|
|
|
$
|
3,198
|
|
|
$
|
—
|
|
|
$
|
3,393
|
|
•
|
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
|
•
|
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
|
•
|
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, and any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
|
•
|
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
|
•
|
Mortgage-backed/asset-backed securities: These securities are comprised of agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.
|
•
|
Preferred stocks: Preferred stocks are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data.
|
•
|
Equity securities available for sale: This security is valued using a blending of two models, a discounted cash flow model and a comparable company model utilizing earnings and multiples of similar publicly-traded companies.
|
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Market
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Australia
|
$
|
18
|
|
|
$
|
19
|
|
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
18
|
|
|
Belgium
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Cayman Islands
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Canada
|
52
|
|
|
59
|
|
|
—
|
|
|
(7
|
)
|
|
52
|
|
|||||
China
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Curacao
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
France
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Germany
|
35
|
|
|
36
|
|
|
—
|
|
|
(1
|
)
|
|
35
|
|
|||||
Ireland
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Japan
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Korea
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Netherlands
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Norway
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
New Zealand
|
73
|
|
|
79
|
|
|
—
|
|
|
(6
|
)
|
|
73
|
|
|||||
Switzerland
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
United Kingdom
|
64
|
|
|
64
|
|
|
1
|
|
|
(1
|
)
|
|
64
|
|
|||||
Total
|
$
|
427
|
|
|
$
|
442
|
|
|
$
|
1
|
|
|
$
|
(16
|
)
|
|
$
|
427
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,009
|
|
|
$
|
1,727
|
|
|
$
|
1,800
|
|
Agency title insurance premiums
|
2,277
|
|
|
1,944
|
|
|
2,352
|
|
|||
Escrow, title-related and other fees
|
3,324
|
|
|
2,804
|
|
|
1,737
|
|
|||
Restaurant revenue
|
1,412
|
|
|
1,436
|
|
|
1,408
|
|
|||
Interest and investment income
|
123
|
|
|
126
|
|
|
127
|
|
|||
Realized gains and losses, net
|
(13
|
)
|
|
(13
|
)
|
|
16
|
|
|||
Total revenue
|
9,132
|
|
|
8,024
|
|
|
7,440
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,671
|
|
|
2,540
|
|
|
2,061
|
|
|||
Agent commissions
|
1,731
|
|
|
1,471
|
|
|
1,789
|
|
|||
Other operating expenses
|
1,881
|
|
|
1,643
|
|
|
1,273
|
|
|||
Cost of restaurant revenue
|
1,195
|
|
|
1,220
|
|
|
1,204
|
|
|||
Depreciation and amortization
|
410
|
|
|
403
|
|
|
133
|
|
|||
Provision for title claim losses
|
246
|
|
|
228
|
|
|
291
|
|
|||
Interest expense
|
131
|
|
|
127
|
|
|
73
|
|
|||
Total expenses
|
8,265
|
|
|
7,632
|
|
|
6,824
|
|
|||
Earnings from continuing operations before income taxes and equity in (loss) earnings of unconsolidated affiliates
|
867
|
|
|
392
|
|
|
616
|
|
|||
Income tax expense
|
290
|
|
|
312
|
|
|
195
|
|
|||
Equity in (loss) earnings of unconsolidated affiliates
|
(16
|
)
|
|
432
|
|
|
(26
|
)
|
|||
Net earnings from continuing operations
|
$
|
561
|
|
|
$
|
512
|
|
|
$
|
395
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,009
|
|
|
$
|
1,727
|
|
|
$
|
1,800
|
|
Agency title insurance premiums
|
2,277
|
|
|
1,944
|
|
|
2,352
|
|
|||
Escrow, title-related and other fees
|
2,005
|
|
|
1,855
|
|
|
1,597
|
|
|||
Interest and investment income
|
123
|
|
|
122
|
|
|
127
|
|
|||
Realized gains and losses, net
|
14
|
|
|
(4
|
)
|
|
18
|
|
|||
Total revenue
|
6,428
|
|
|
5,644
|
|
|
5,894
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,090
|
|
|
1,896
|
|
|
1,845
|
|
|||
Other operating expenses
|
1,381
|
|
|
1,370
|
|
|
1,096
|
|
|||
Agent commissions
|
1,731
|
|
|
1,471
|
|
|
1,789
|
|
|||
Depreciation and amortization
|
144
|
|
|
145
|
|
|
65
|
|
|||
Provision for title claim losses
|
246
|
|
|
228
|
|
|
291
|
|
|||
Total expenses
|
5,592
|
|
|
5,110
|
|
|
5,086
|
|
|||
Earnings before income taxes
|
$
|
836
|
|
|
$
|
534
|
|
|
$
|
808
|
|
Orders opened by direct title operations (in 000's)
|
2,092
|
|
|
1,914
|
|
|
2,181
|
|
|||
Orders closed by direct title operations (in 000's)
|
1,472
|
|
|
1,319
|
|
|
1,708
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Title premiums from direct operations
|
$
|
2,009
|
|
|
46.9
|
%
|
|
$
|
1,727
|
|
|
47.0
|
%
|
|
$
|
1,800
|
|
|
43.4
|
%
|
Title premiums from agency operations
|
2,277
|
|
|
53.1
|
|
|
1,944
|
|
|
53.0
|
|
|
2,352
|
|
|
56.6
|
|
|||
Total title premiums
|
$
|
4,286
|
|
|
100.0
|
%
|
|
$
|
3,671
|
|
|
100.0
|
%
|
|
$
|
4,152
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Agent title premiums
|
$
|
2,277
|
|
|
100.0
|
%
|
|
$
|
1,944
|
|
|
100.0
|
%
|
|
$
|
2,352
|
|
|
100.0
|
%
|
Agent commissions
|
1,731
|
|
|
76.0
|
|
|
1,471
|
|
|
75.7
|
|
|
1,789
|
|
|
76.1
|
|
|||
Net retained agent premiums
|
$
|
546
|
|
|
24.0
|
%
|
|
$
|
473
|
|
|
24.3
|
%
|
|
$
|
563
|
|
|
23.9
|
%
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues:
|
|
|
|
||||
Escrow, title related and other fees
|
$
|
931
|
|
|
$
|
852
|
|
Realized gains and losses, net
|
(5
|
)
|
|
—
|
|
||
Total revenues
|
926
|
|
|
852
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
382
|
|
|
449
|
|
||
Other operating expenses
|
161
|
|
|
199
|
|
||
Depreciation and amortization
|
194
|
|
|
188
|
|
||
Interest expense
|
50
|
|
|
31
|
|
||
Total expenses
|
787
|
|
|
867
|
|
||
Earnings (loss) from continuing operations before income taxes
|
$
|
139
|
|
|
$
|
(15
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Restaurant revenue
|
$
|
1,412
|
|
|
$
|
1,436
|
|
|
$
|
1,408
|
|
Realized gains and losses, net
|
(19
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|||
Total revenues
|
1,393
|
|
|
1,423
|
|
|
1,407
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Personnel costs
|
65
|
|
|
69
|
|
|
65
|
|
|||
Cost of restaurant revenue
|
1,195
|
|
|
1,220
|
|
|
1,204
|
|
|||
Other operating expenses
|
71
|
|
|
61
|
|
|
65
|
|
|||
Depreciation and amortization
|
49
|
|
|
52
|
|
|
53
|
|
|||
Interest expense
|
6
|
|
|
8
|
|
|
8
|
|
|||
Total expenses
|
1,386
|
|
|
1,410
|
|
|
1,395
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
7
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Notes payable
|
$
|
53
|
|
|
$
|
372
|
|
|
$
|
395
|
|
|
$
|
179
|
|
|
$
|
704
|
|
|
$
|
1,118
|
|
|
$
|
2,821
|
|
Operating lease payments
|
272
|
|
|
176
|
|
|
145
|
|
|
115
|
|
|
83
|
|
|
251
|
|
|
1,042
|
|
|||||||
Pension and other benefit payments
|
18
|
|
|
17
|
|
|
16
|
|
|
15
|
|
|
15
|
|
|
106
|
|
|
187
|
|
|||||||
Title claim losses
|
260
|
|
|
224
|
|
|
183
|
|
|
147
|
|
|
102
|
|
|
667
|
|
|
1,583
|
|
|||||||
Unconditional purchase obligations
|
182
|
|
|
31
|
|
|
21
|
|
|
14
|
|
|
6
|
|
|
—
|
|
|
254
|
|
|||||||
Other
|
78
|
|
|
64
|
|
|
53
|
|
|
45
|
|
|
45
|
|
|
139
|
|
|
424
|
|
|||||||
Total
|
$
|
863
|
|
|
$
|
884
|
|
|
$
|
813
|
|
|
$
|
515
|
|
|
$
|
955
|
|
|
$
|
2,281
|
|
|
$
|
6,311
|
|
•
|
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,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,009
|
|
|
$
|
1,727
|
|
|
$
|
1,800
|
|
Agency title insurance premiums
|
2,277
|
|
|
1,944
|
|
|
2,352
|
|
|||
Escrow, title-related and other fees
|
3,324
|
|
|
2,804
|
|
|
1,737
|
|
|||
Restaurant revenue
|
1,412
|
|
|
1,436
|
|
|
1,408
|
|
|||
Interest and investment income
|
123
|
|
|
126
|
|
|
127
|
|
|||
Realized gains and losses, net
|
(13
|
)
|
|
(13
|
)
|
|
16
|
|
|||
Total revenues
|
9,132
|
|
|
8,024
|
|
|
7,440
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,671
|
|
|
2,540
|
|
|
2,061
|
|
|||
Agent commissions
|
1,731
|
|
|
1,471
|
|
|
1,789
|
|
|||
Other operating expenses
|
1,881
|
|
|
1,643
|
|
|
1,273
|
|
|||
Cost of restaurant revenue
|
1,195
|
|
|
1,220
|
|
|
1,204
|
|
|||
Depreciation and amortization
|
410
|
|
|
403
|
|
|
133
|
|
|||
Provision for title claim losses
|
246
|
|
|
228
|
|
|
291
|
|
|||
Interest expense
|
131
|
|
|
127
|
|
|
73
|
|
|||
Total expenses
|
8,265
|
|
|
7,632
|
|
|
6,824
|
|
|||
Earnings from continuing operations before income taxes and equity in (loss) earnings of unconsolidated affiliates
|
867
|
|
|
392
|
|
|
616
|
|
|||
Income tax expense on continuing operations
|
290
|
|
|
312
|
|
|
195
|
|
|||
Earnings from continuing operations before equity in (loss) earnings of unconsolidated affiliates
|
577
|
|
|
80
|
|
|
421
|
|
|||
Equity in (loss) earnings of unconsolidated affiliates
|
(16
|
)
|
|
432
|
|
|
(26
|
)
|
|||
Net earnings from continuing operations
|
561
|
|
|
512
|
|
|
395
|
|
|||
Earnings from discontinued operations, net of tax
|
—
|
|
|
7
|
|
|
16
|
|
|||
Net earnings
|
561
|
|
|
519
|
|
|
411
|
|
|||
Less: Net earnings (loss) attributable to non-controlling interests
|
34
|
|
|
(64
|
)
|
|
17
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Fidelity National Financial, Inc., common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net earnings from continuing operations, attributable to Old FNF common shareholders
|
|
|
$
|
83
|
|
|
$
|
388
|
|
||
Net earnings from discontinued operations, attributable to Old FNF common shareholders
|
|
|
6
|
|
|
6
|
|
||||
Net earnings attributable to Old FNF common shareholders
|
|
|
|
$
|
89
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
||||||
Net earnings attributable to FNF Group common shareholders
|
$
|
540
|
|
|
$
|
214
|
|
|
|
||
|
|
|
|
|
|
||||||
Net (loss) earnings from continuing operations, attributable to FNFV Group common shareholders
|
$
|
(13
|
)
|
|
$
|
283
|
|
|
|
||
Net loss from discontinued operations, attributable to FNFV Group common shareholders
|
—
|
|
|
(3
|
)
|
|
|
||||
Net (loss) earnings attributable to FNFV Group common shareholders
|
$
|
(13
|
)
|
|
$
|
280
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Net earnings per share from continuing operations attributable to Old FNF common shareholders
|
|
|
$
|
0.31
|
|
|
$
|
1.67
|
|
||
Net earnings per share from discontinued operations attributable to Old FNF common shareholders
|
|
|
0.02
|
|
|
0.04
|
|
||||
Net earnings per share attributable to Old FNF common shareholders
|
|
|
$
|
0.33
|
|
|
$
|
1.71
|
|
||
|
|
|
|
|
|
||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
1.95
|
|
|
$
|
0.77
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Net (loss) earnings from continuing operations attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.08
|
|
|
|
||
Net earnings (loss) from discontinued operations attributable to FNFV Group common shareholders
|
—
|
|
|
(0.04
|
)
|
|
|
||||
Net (loss) earnings per share attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.04
|
|
|
|
||
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
||||||
Net earnings per share from continuing operations attributable to Old FNF common shareholders
|
|
|
$
|
0.30
|
|
|
$
|
1.64
|
|
||
Net loss per share from discontinued operations attributable to Old FNF common shareholders
|
|
|
0.02
|
|
|
0.04
|
|
||||
Net earnings per share attributable to Old FNF common shareholders
|
|
|
$
|
0.32
|
|
|
$
|
1.68
|
|
||
|
|
|
|
|
|
||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
1.89
|
|
|
$
|
0.75
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Net (loss) earnings from continuing operations attributable to FNFV Group common shareholders
|
(0.16
|
)
|
|
3.05
|
|
|
|
||||
Net loss from discontinued operations attributable to FNFV Group common shareholders
|
—
|
|
|
(0.04
|
)
|
|
|
||||
Net (loss) earnings per share attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.01
|
|
|
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding Old FNF common stock, basic basis
|
|
|
138
|
|
|
230
|
|
||||
Weighted average shares outstanding Old FNF common stock, diluted basis
|
|
|
142
|
|
|
235
|
|
||||
Cash dividends paid per share Old FNF common stock
|
|
|
$
|
0.36
|
|
|
$
|
0.66
|
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding FNF Group common stock, basic basis
|
277
|
|
|
138
|
|
|
|
||||
Weighted average shares outstanding FNF Group common stock, diluted basis
|
286
|
|
|
142
|
|
|
|
||||
Cash dividends paid per share FNF Group common stock
|
$
|
0.80
|
|
|
$
|
0.37
|
|
|
|
||
|
|
|
|
|
|
||||||
Weighted average shares outstanding FNFV Group common stock, basic basis
|
79
|
|
|
46
|
|
|
|
||||
Weighted average shares outstanding FNFV Group common stock, diluted basis
|
82
|
|
|
47
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net earnings
|
$
|
561
|
|
|
$
|
519
|
|
|
$
|
411
|
|
Other comprehensive (loss) earnings (net of tax):
|
|
|
|
|
|
|
|
|
|||
Unrealized loss on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)
|
(38
|
)
|
|
(1
|
)
|
|
(33
|
)
|
|||
Unrealized loss relating to investments in unconsolidated affiliates
|
(27
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Unrealized loss on foreign currency translation and cash flow hedging
|
(8
|
)
|
|
(17
|
)
|
|
(2
|
)
|
|||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
—
|
|
|
—
|
|
|
4
|
|
|||
Minimum pension liability adjustment
|
2
|
|
|
(12
|
)
|
|
24
|
|
|||
Other comprehensive loss
|
(71
|
)
|
|
(40
|
)
|
|
(22
|
)
|
|||
Comprehensive earnings
|
490
|
|
|
479
|
|
|
389
|
|
|||
Less: Comprehensive earnings (loss) attributable to noncontrolling interests
|
34
|
|
|
(64
|
)
|
|
17
|
|
|||
Comprehensive earnings attributable to Fidelity National Financial Inc. common shareholders
|
$
|
456
|
|
|
$
|
543
|
|
|
$
|
372
|
|
|
|
|
|
|
|
||||||
Comprehensive earnings attributable to Old FNF common shareholders
|
|
|
|
$
|
111
|
|
|
$
|
372
|
|
|
|
|
|
|
|
|
||||||
Comprehensive earnings attributable to FNF Group common shareholders
|
$
|
494
|
|
|
$
|
184
|
|
|
|
||
|
|
|
|
|
|
||||||
Comprehensive (loss) earnings attributable to FNFV Group common shareholders
|
$
|
(38
|
)
|
|
$
|
241
|
|
|
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
|
FNF Class A Common Stock
|
|
FNF Group Common Stock
|
|
FNFV Group Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
Redeemable Non-controlling Interests
|
||||||||||||||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
|
|
||||||||||||||||||||||||||||||
|
(In millions)
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2012
|
268
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,018
|
|
|
$
|
849
|
|
|
$
|
59
|
|
|
40
|
|
|
$
|
(658
|
)
|
|
$
|
481
|
|
|
$
|
4,749
|
|
|
$
|
—
|
|
Equity offering
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511
|
|
|
—
|
|
||||||||||
Exercise of stock options
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||||||||
Treasury stock repurchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
||||||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
26
|
|
|
—
|
|
||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
35
|
|
|
—
|
|
||||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
3
|
|
|
—
|
|
||||||||||
Consolidation of previous minority-owned subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(14
|
)
|
|
—
|
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
||||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
411
|
|
|
—
|
|
||||||||||
Balance, December 31, 2013
|
292
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,642
|
|
|
$
|
1,089
|
|
|
$
|
37
|
|
|
42
|
|
|
$
|
(707
|
)
|
|
$
|
474
|
|
|
$
|
5,535
|
|
|
$
|
—
|
|
Acquisition of LPS
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
839
|
|
|
—
|
|
||||||||||
Exercise of stock options
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||||||||
Recapitalization of FNF stock
|
(277
|
)
|
|
—
|
|
|
277
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||||||||
Other comprehensive earnings — unrealized (loss) on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(25
|
)
|
|
—
|
|
||||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(18
|
)
|
|
—
|
|
||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
23
|
|
|
28
|
|
||||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
21
|
|
|
—
|
|
||||||||||
Contribution by minority owner to acquire minority interest in Black Knight Financial Services, LLC and ServiceLink Holdings, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
687
|
|
||||||||||
Retirement of treasury shares
|
(42
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(707
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Distribution of Remy to FNFV Group Shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
(593
|
)
|
|
—
|
|
||||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
||||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|
—
|
|
||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
519
|
|
|
—
|
|
||||||||||
Balance, December 31, 2014
|
—
|
|
|
—
|
|
|
279
|
|
|
$
|
—
|
|
|
93
|
|
|
$
|
—
|
|
|
$
|
4,855
|
|
|
$
|
1,150
|
|
|
$
|
2
|
|
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
79
|
|
|
$
|
6,073
|
|
|
$
|
715
|
|
|
See Notes to Consolidated Financial Statements.
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
FNF Group Common Stock
|
|
FNFV Group Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
Redeemable Non-controlling Interests
|
|||||||||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
|
|
|||||||||||||||||||||||||||
|
(In millions)
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2014
|
279
|
|
|
$
|
—
|
|
|
93
|
|
|
$
|
—
|
|
|
$
|
4,855
|
|
|
$
|
1,150
|
|
|
$
|
2
|
|
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
79
|
|
|
$
|
6,073
|
|
|
$
|
715
|
|
Gain on Black Knight IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(43
|
)
|
|
—
|
|
|||||||||
Proceeds Black Knight IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|
475
|
|
|
—
|
|
|||||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|||||||||
Purchase of additional share in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|||||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Equity offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized (loss) on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized (loss) on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized (loss) on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(3
|
)
|
|
59
|
|
|||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
(505
|
)
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||||||||
Sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|
—
|
|
|||||||||
Reclassification of redeemable NCI resulting from IPO/share conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
430
|
|
|
(430
|
)
|
|||||||||
Retirement of treasury shares
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Distribution of J. Alexander's to FNFV Shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(94
|
)
|
|
—
|
|
|||||||||
Dilution of ownership in affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
561
|
|
|
—
|
|
|||||||||
Balance, December 31, 2015
|
282
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,795
|
|
|
$
|
1,374
|
|
|
$
|
(69
|
)
|
|
15
|
|
|
$
|
(346
|
)
|
|
$
|
834
|
|
|
$
|
6,588
|
|
|
$
|
344
|
|
See Notes to Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
561
|
|
|
$
|
519
|
|
|
$
|
411
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
410
|
|
|
476
|
|
|
209
|
|
|||
Equity in losses (earnings) of unconsolidated affiliates
|
16
|
|
|
(432
|
)
|
|
26
|
|
|||
Net loss (gain) on sales of investments and other assets, net
|
13
|
|
|
13
|
|
|
(12
|
)
|
|||
Gain on sale of Cascade Timberlands
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation cost
|
56
|
|
|
51
|
|
|
35
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
(21
|
)
|
|
(16
|
)
|
|
(17
|
)
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|||
Net (increase) decrease in pledged cash, pledged investments and secured trust deposits
|
(2
|
)
|
|
—
|
|
|
2
|
|
|||
Net (increase) decrease in trade receivables
|
7
|
|
|
(22
|
)
|
|
—
|
|
|||
Net increase in prepaid expenses and other assets
|
(95
|
)
|
|
(23
|
)
|
|
(3
|
)
|
|||
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other
|
(15
|
)
|
|
(130
|
)
|
|
7
|
|
|||
Net decrease in reserve for title claim losses
|
(38
|
)
|
|
(67
|
)
|
|
(112
|
)
|
|||
Net change in income taxes
|
37
|
|
|
198
|
|
|
(62
|
)
|
|||
Net cash provided by operating activities
|
917
|
|
|
567
|
|
|
484
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales of investment securities available for sale
|
775
|
|
|
778
|
|
|
745
|
|
|||
Proceeds from calls and maturities of investment securities available for sale
|
383
|
|
|
458
|
|
|
306
|
|
|||
Proceeds from sales of other assets
|
2
|
|
|
5
|
|
|
1
|
|
|||
Additions to property and equipment and capitalized software
|
(241
|
)
|
|
(210
|
)
|
|
(145
|
)
|
|||
Purchases of investment securities available for sale
|
(1,102
|
)
|
|
(1,196
|
)
|
|
(882
|
)
|
|||
Purchases of other long-term investments
|
(27
|
)
|
|
(71
|
)
|
|
(97
|
)
|
|||
Net (purchases of) proceeds from short-term investment activities
|
(565
|
)
|
|
(161
|
)
|
|
36
|
|
|||
Contributions to investments in unconsolidated affiliates
|
(97
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Distributions from unconsolidated affiliates
|
353
|
|
|
49
|
|
|
25
|
|
|||
Net other investing activities
|
3
|
|
|
(10
|
)
|
|
(4
|
)
|
|||
Acquisition of Lender Processing Services, Inc., net of cash acquired
|
—
|
|
|
(2,253
|
)
|
|
—
|
|
|||
Acquisition of USA Industries, Inc., net of cash acquired
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||
Acquisition of BPG Holdings, LLC, net of cash acquired
|
(43
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Cascade Timberlands
|
56
|
|
|
—
|
|
|
—
|
|
|||
Other acquisitions/disposals of businesses, net of cash acquired
|
(68
|
)
|
|
(69
|
)
|
|
(25
|
)
|
|||
Net cash used in investing activities
|
(571
|
)
|
|
(2,720
|
)
|
|
(60
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Equity offering
|
—
|
|
|
—
|
|
|
511
|
|
|||
Borrowings
|
1,360
|
|
|
1,764
|
|
|
341
|
|
|||
Debt service payments
|
(1,359
|
)
|
|
(1,073
|
)
|
|
(359
|
)
|
|||
Additional investment in non-controlling interest
|
—
|
|
|
(1
|
)
|
|
(14
|
)
|
|||
Additional investment in consolidated subsidiary
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of 4% ownership interest of Digital Insurance
|
—
|
|
|
—
|
|
|
3
|
|
|||
Proceeds from Black Knight IPO
|
475
|
|
|
—
|
|
|
—
|
|
|||
Distributions by Black Knight to member
|
(17
|
)
|
|
|
|
|
|||||
Debt and equity issuance costs
|
(1
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|||
Proceeds from sale of 35% of Black Knight Financial Services, LLC and ServiceLink, LLC to minority interest holder
|
—
|
|
|
687
|
|
|
—
|
|
|||
Cash transferred in Remy spin-off
|
—
|
|
|
(86
|
)
|
|
—
|
|
|||
Cash transferred in J. Alexander's spin-off
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(220
|
)
|
|
(203
|
)
|
|
(153
|
)
|
|||
Subsidiary dividends paid to noncontrolling interest shareholders
|
(6
|
)
|
|
(50
|
)
|
|
(17
|
)
|
|||
Exercise of stock options
|
26
|
|
|
40
|
|
|
61
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
21
|
|
|
16
|
|
|
17
|
|
|||
Purchases of treasury stock
|
(498
|
)
|
|
(2
|
)
|
|
(34
|
)
|
|||
Net cash (used in) provided by financing activities
|
(238
|
)
|
|
1,087
|
|
|
340
|
|
|||
Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
108
|
|
|
(1,066
|
)
|
|
764
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year
|
564
|
|
|
1,630
|
|
|
866
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year
|
$
|
672
|
|
|
$
|
564
|
|
|
$
|
1,630
|
|
Note A.
|
Summary of Significant Accounting Policies
|
•
|
Title.
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 sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes the transaction services business acquired from Lender Processing Services, Inc. ("LPS"), now combined with our ServiceLink business. Transaction services include other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.
|
•
|
Black Knight.
This segment consists of the operations of Black Knight, which, through leading software systems and information solutions, provides mission critical technology and data and analytics services that facilitate and automate many of the business processes across the life cycle of a mortgage.
|
•
|
FNF Core Corporate and Other.
This
segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other smaller real estate and insurance-related operations.
|
•
|
Restaurant Group.
This segment consists of the operations of ABRH, in which we have a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Legendary Baking concepts. This segment also includes the results of J. Alexander's, Inc. ("J. Alexander's") through September 28, 2015, the date it was distributed to FNFV shareholders. See the Recent Developments section below for further discussion of the distribution of J. Alexander's. On January 25, 2016, substantially all of the assets of the Max & Erma's restaurant concept were sold pursuant to an Asset Purchase Agreement.
|
•
|
FNFV Corporate and Other.
This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including Digital Insurance in which we own
96%
, and other smaller operations which are not title related.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Revenues:
|
|
|
|
||||
Auto parts revenues
|
$
|
1,172
|
|
|
$
|
1,127
|
|
Other revenues
|
1
|
|
|
(2
|
)
|
||
Total
|
1,173
|
|
|
1,125
|
|
||
|
|
|
|
||||
Expenses:
|
|
|
|
||||
Personnel costs
|
81
|
|
|
86
|
|
||
Other operating expenses
|
52
|
|
|
46
|
|
||
Cost of auto parts revenues
|
1,009
|
|
|
947
|
|
||
Depreciation & amortization
|
4
|
|
|
4
|
|
||
Interest expense
|
21
|
|
|
20
|
|
||
Total expenses
|
1,167
|
|
|
1,103
|
|
||
|
|
|
|
||||
Earnings from discontinued operations before income taxes
|
6
|
|
|
22
|
|
||
Income tax (benefit) expense
|
(1
|
)
|
|
5
|
|
||
Net earnings from discontinued operations
|
7
|
|
|
17
|
|
||
Less: Net earnings attributable to non-controlling interests
|
3
|
|
|
10
|
|
||
Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
4
|
|
|
$
|
7
|
|
Cash flow from discontinued operations data:
|
|
|
|
||||
Net cash provided by operations
|
$
|
39
|
|
|
$
|
61
|
|
Net cash used in investing activities
|
(50
|
)
|
|
(21
|
)
|
|
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)
|
|
Unrealized (loss) gain relating to investments in unconsolidated affiliates
|
|
Unrealized (loss) gain on foreign currency translation and cash flow hedging
|
|
Minimum pension liability adjustment
|
|
Total Accumulated Other Comprehensive Earnings
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance December 31, 2013
|
$
|
87
|
|
|
$
|
(41
|
)
|
|
$
|
7
|
|
|
$
|
(16
|
)
|
|
$
|
37
|
|
Other comprehensive (losses) earnings
|
(1
|
)
|
|
(10
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|
(40
|
)
|
|||||
Distribution of Remy to FNFV Group Shareholders
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
5
|
|
|||||
Balance December 31, 2014
|
86
|
|
|
(51
|
)
|
|
(7
|
)
|
|
(26
|
)
|
|
2
|
|
|||||
Other comprehensive (losses) earnings
|
(38
|
)
|
|
(27
|
)
|
|
(8
|
)
|
|
2
|
|
|
(71
|
)
|
|||||
Balance December 31, 2015
|
$
|
48
|
|
|
$
|
(78
|
)
|
|
$
|
(15
|
)
|
|
$
|
(24
|
)
|
|
$
|
(69
|
)
|
•
|
Information Technology (“IT”) and data processing services from FIS. This agreement governs IT support services provided to us by FIS, primarily consisting of infrastructure support and data center management. Certain subsidiaries of FIS also provided technology consulting services to FNF during 2013.
|
•
|
Administrative aviation corporate support and cost-sharing services to FIS.
|
|
Year Ended December 31,
|
||
|
2013
|
||
|
(In millions)
|
||
Corporate services and cost-sharing revenue
|
$
|
7
|
|
Data processing expense
|
(34
|
)
|
|
Net expense
|
$
|
(27
|
)
|
Cash paid for LPS outstanding shares
|
$
|
2,535
|
|
Less: cash acquired from LPS
|
(282
|
)
|
|
Net cash paid for LPS
|
2,253
|
|
|
FNF common stock issued (25,920,078 shares)
|
839
|
|
|
Total net consideration paid
|
$
|
3,092
|
|
Trade and notes receivable
|
$
|
184
|
|
Investments
|
77
|
|
|
Prepaid expenses and other assets
|
59
|
|
|
Property and equipment
|
149
|
|
|
Capitalized software
|
536
|
|
|
Intangible assets including title plants
|
1,010
|
|
|
Income tax receivable
|
59
|
|
|
Goodwill
|
3,011
|
|
|
Total assets
|
5,085
|
|
|
Notes payable
|
1,093
|
|
|
Reserve for title claims
|
54
|
|
|
Deferred tax liabilities
|
405
|
|
|
Other liabilities assumed
|
441
|
|
|
Total liabilities
|
1,993
|
|
|
Net assets acquired
|
$
|
3,092
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Total revenues
|
$
|
8,024
|
|
|
$
|
9,164
|
|
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
723
|
|
|
497
|
|
Note C.
|
Fair Value Measurements
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
117
|
|
State and political subdivisions
|
—
|
|
|
768
|
|
|
—
|
|
|
768
|
|
||||
Corporate debt securities
|
—
|
|
|
1,495
|
|
|
—
|
|
|
1,495
|
|
||||
Foreign government bonds
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Preferred stock available for sale
|
42
|
|
|
247
|
|
|
—
|
|
|
289
|
|
||||
Equity securities available for sale
|
334
|
|
|
11
|
|
|
—
|
|
|
345
|
|
||||
Total
|
$
|
376
|
|
|
$
|
2,816
|
|
|
$
|
—
|
|
|
$
|
3,192
|
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
115
|
|
State and political subdivisions
|
—
|
|
|
948
|
|
|
—
|
|
|
948
|
|
||||
Corporate debt securities
|
—
|
|
|
1,820
|
|
|
—
|
|
|
1,820
|
|
||||
Foreign government bonds
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
||||
Preferred stock available for sale
|
50
|
|
|
173
|
|
|
—
|
|
|
223
|
|
||||
Equity securities available for sale
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||
Total
|
$
|
195
|
|
|
$
|
3,198
|
|
|
$
|
—
|
|
|
$
|
3,393
|
|
•
|
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
|
•
|
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
|
•
|
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
|
•
|
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
|
•
|
Mortgage-backed/asset-backed securities: These securities are comprised of commercial mortgage-backed securities, agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued
|
•
|
Preferred stock: Preferred stocks are valued by calculating the appropriate spread over a comparable US Treasury security. Inputs include benchmark quotes and other relevant market data.
|
•
|
Equity securities available for sale: This security is valued using a blending of two models, a discounted cash flow model and a comparable company model utilizing earnings and multiples of similar publicly-traded companies.
|
Balance, December 31, 2013
|
$
|
38
|
|
Proceeds received upon maturity
|
(39
|
)
|
|
Realized gain (loss)
|
1
|
|
|
Balance, December 31, 2014
|
$
|
—
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
117
|
|
|
$
|
115
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
117
|
|
States and political subdivisions
|
768
|
|
|
748
|
|
|
20
|
|
|
—
|
|
|
768
|
|
|||||
Corporate debt securities
|
1,495
|
|
|
1,509
|
|
|
14
|
|
|
(28
|
)
|
|
1,495
|
|
|||||
Foreign government bonds
|
107
|
|
|
120
|
|
|
—
|
|
|
(13
|
)
|
|
107
|
|
|||||
Mortgage-backed/asset-backed securities
|
71
|
|
|
68
|
|
|
3
|
|
|
—
|
|
|
71
|
|
|||||
Preferred stock available for sale
|
289
|
|
|
290
|
|
|
5
|
|
|
(6
|
)
|
|
289
|
|
|||||
Equity securities available for sale
|
345
|
|
|
276
|
|
|
81
|
|
|
(12
|
)
|
|
345
|
|
|||||
Total
|
$
|
3,192
|
|
|
$
|
3,126
|
|
|
$
|
125
|
|
|
$
|
(59
|
)
|
|
$
|
3,192
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
115
|
|
|
$
|
112
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
115
|
|
States and political subdivisions
|
948
|
|
|
917
|
|
|
31
|
|
|
—
|
|
|
948
|
|
|||||
Corporate debt securities
|
1,820
|
|
|
1,793
|
|
|
37
|
|
|
(10
|
)
|
|
1,820
|
|
|||||
Foreign government bonds
|
37
|
|
|
40
|
|
|
—
|
|
|
(3
|
)
|
|
37
|
|
|||||
Mortgage-backed/asset-backed securities
|
105
|
|
|
101
|
|
|
4
|
|
|
—
|
|
|
105
|
|
|||||
Preferred stock available for sale
|
223
|
|
|
223
|
|
|
3
|
|
|
(3
|
)
|
|
223
|
|
|||||
Equity securities available for sale
|
145
|
|
|
72
|
|
|
79
|
|
|
(6
|
)
|
|
145
|
|
|||||
Total
|
$
|
3,393
|
|
|
$
|
3,258
|
|
|
$
|
157
|
|
|
$
|
(22
|
)
|
|
$
|
3,393
|
|
|
December 31, 2015
|
||||||||||||
Maturity
|
Amortized Cost
|
|
% of
Total
|
|
Fair
Value
|
|
% of
Total
|
||||||
|
(Dollars in millions)
|
||||||||||||
One year or less
|
$
|
405
|
|
|
15.8
|
%
|
|
$
|
404
|
|
|
15.8
|
%
|
After one year through five years
|
1,829
|
|
|
71.4
|
|
|
1,828
|
|
|
71.5
|
|
||
After five years through ten years
|
232
|
|
|
9.1
|
|
|
229
|
|
|
8.9
|
|
||
After ten years
|
26
|
|
|
1.0
|
|
|
26
|
|
|
1.0
|
|
||
Mortgage-backed/asset-backed securities
|
68
|
|
|
2.7
|
|
|
71
|
|
|
2.8
|
|
||
|
$
|
2,560
|
|
|
100.0
|
%
|
|
$
|
2,558
|
|
|
100.0
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Corporate debt securities
|
747
|
|
|
(24
|
)
|
|
20
|
|
|
(4
|
)
|
|
767
|
|
|
(28
|
)
|
||||||
Foreign government bonds
|
106
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
106
|
|
|
(13
|
)
|
||||||
Preferred stock available for sale
|
140
|
|
|
(4
|
)
|
|
24
|
|
|
(2
|
)
|
|
164
|
|
|
(6
|
)
|
||||||
Equity securities available for sale
|
92
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
92
|
|
|
(12
|
)
|
||||||
Total temporarily impaired securities
|
$
|
1,085
|
|
|
$
|
(53
|
)
|
|
$
|
44
|
|
|
$
|
(6
|
)
|
|
$
|
1,129
|
|
|
$
|
(59
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Corporate debt securities
|
682
|
|
|
(9
|
)
|
|
17
|
|
|
(1
|
)
|
|
699
|
|
|
(10
|
)
|
||||||
Foreign government bonds
|
21
|
|
|
(1
|
)
|
|
16
|
|
|
(2
|
)
|
|
37
|
|
|
(3
|
)
|
||||||
Preferred stock available for sale
|
59
|
|
|
(1
|
)
|
|
19
|
|
|
(2
|
)
|
|
78
|
|
|
(3
|
)
|
||||||
Equity securities available for sale
|
8
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(6
|
)
|
||||||
Total temporarily impaired securities
|
$
|
770
|
|
|
$
|
(17
|
)
|
|
$
|
52
|
|
|
$
|
(5
|
)
|
|
$
|
822
|
|
|
$
|
(22
|
)
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
14
|
|
|
$
|
(17
|
)
|
|
$
|
(3
|
)
|
|
$
|
1,076
|
|
Preferred stock available for sale
|
|
1
|
|
|
—
|
|
|
1
|
|
|
58
|
|
||||
Equity securities available for sale
|
|
13
|
|
|
(11
|
)
|
|
2
|
|
|
51
|
|
||||
Other assets
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
||||||
Total
|
|
|
|
|
|
$
|
(13
|
)
|
|
$
|
1,185
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2014
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
1,152
|
|
Preferred stock available for sale
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
73
|
|
||||
Equity securities available for sale
|
|
4
|
|
|
—
|
|
|
4
|
|
|
11
|
|
||||
Other long-term investments
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Other assets
|
|
|
|
|
|
(15
|
)
|
|
5
|
|
||||||
Total
|
|
|
|
|
|
$
|
(13
|
)
|
|
$
|
1,241
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2013
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
10
|
|
|
$
|
(4
|
)
|
|
$
|
6
|
|
|
$
|
887
|
|
Preferred stock available for sale
|
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
121
|
|
||||
Equity securities available for sale
|
|
15
|
|
|
(1
|
)
|
|
14
|
|
|
43
|
|
||||
Other long-term investments
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||||
Other assets
|
|
|
|
|
|
(6
|
)
|
|
1
|
|
||||||
Total
|
|
|
|
|
|
$
|
16
|
|
|
$
|
1,052
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Fixed maturity securities available for sale
|
82
|
|
|
89
|
|
|
99
|
|
|||
Equity securities and preferred stock available for sale
|
24
|
|
|
14
|
|
|
16
|
|
|||
Other
|
16
|
|
|
23
|
|
|
11
|
|
|||
Total
|
$
|
123
|
|
|
$
|
126
|
|
|
$
|
127
|
|
|
Ownership at December 31, 2015
|
|
2015
|
|
2014
|
|||||
Ceridian
|
32
|
%
|
|
$
|
358
|
|
|
$
|
725
|
|
Other
|
various
|
|
|
163
|
|
|
45
|
|
||
Total
|
|
|
|
$
|
521
|
|
|
$
|
770
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Total current assets before customer funds
|
$
|
442
|
|
|
$
|
1,417
|
|
Customer funds
|
4,333
|
|
|
4,957
|
|
||
Goodwill and other intangible assets, net
|
2,297
|
|
|
2,509
|
|
||
Other assets
|
135
|
|
|
92
|
|
||
Total assets
|
$
|
7,207
|
|
|
$
|
8,975
|
|
Current liabilities before customer obligations
|
$
|
243
|
|
|
$
|
205
|
|
Customer obligations
|
4,312
|
|
|
4,931
|
|
||
Long-term obligations, less current portion
|
1,162
|
|
|
1,168
|
|
||
Other long-term liabilities
|
351
|
|
|
391
|
|
||
Total liabilities
|
6,068
|
|
|
6,695
|
|
||
Equity
|
1,139
|
|
|
2,280
|
|
||
Total liabilities and equity
|
$
|
7,207
|
|
|
$
|
8,975
|
|
|
12 Months Ending December 31, 2015
|
|
15 Months Ending December 31, 2014
|
||||
|
(In millions)
|
||||||
Total revenues
|
$
|
773
|
|
|
$
|
1,042
|
|
Loss before income taxes
|
(53
|
)
|
|
(76
|
)
|
||
Gain on sale of Comdata
|
—
|
|
|
1,526
|
|
||
Net (loss) earnings
|
(88
|
)
|
|
1,354
|
|
Note E.
|
Property and Equipment
|
Note F.
|
Goodwill
|
|
Title
|
|
Black Knight
|
|
FNF Core Corporate and Other
|
|
Remy
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Balance, December 31, 2013
|
$
|
1,435
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
248
|
|
|
$
|
119
|
|
|
$
|
95
|
|
|
$
|
1,901
|
|
Goodwill acquired during the year (1)
|
854
|
|
|
2,223
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
6
|
|
|
3,097
|
|
|||||||
Adjustments to prior year acquisitions
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
Spin-off of Remy and Imaging
|
—
|
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
(15
|
)
|
|
(277
|
)
|
|||||||
Segment changes (2)
|
(40
|
)
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2014
|
$
|
2,249
|
|
|
$
|
2,223
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
87
|
|
|
$
|
4,721
|
|
Goodwill acquired during the year
|
66
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
80
|
|
|||||||
Adjustments to prior year acquisitions
|
(12
|
)
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(13
|
)
|
|||||||
Sale of Cascade Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|||||||
Spin-off of J. Alexander's
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||||||
Balance, December 31, 2015
|
$
|
2,303
|
|
|
$
|
2,224
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
85
|
|
|
$
|
4,760
|
|
Note G.
|
Capitalized Software
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Capitalized software
|
$
|
900
|
|
|
$
|
841
|
|
Accumulated amortization
|
(347
|
)
|
|
(271
|
)
|
||
|
$
|
553
|
|
|
$
|
570
|
|
Note H.
|
Other Intangible Assets
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Customer relationships and contracts
|
$
|
1,260
|
|
|
$
|
1,200
|
|
Trademarks and tradenames
|
135
|
|
|
154
|
|
||
Other
|
67
|
|
|
63
|
|
||
|
1,462
|
|
|
1,417
|
|
||
Accumulated amortization
|
(493
|
)
|
|
(307
|
)
|
||
|
$
|
969
|
|
|
$
|
1,110
|
|
Note I.
|
Accounts Payable and Other Accrued Liabilities
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Accrued benefits
|
$
|
252
|
|
|
$
|
264
|
|
Salaries and incentives
|
319
|
|
|
292
|
|
||
Accrued rent
|
34
|
|
|
36
|
|
||
Trade accounts payable
|
68
|
|
|
81
|
|
||
Accrued recording fees and transfer taxes
|
12
|
|
|
50
|
|
||
Accrued premium taxes
|
21
|
|
|
11
|
|
||
Deferred revenue
|
215
|
|
|
164
|
|
||
Other accrued liabilities
|
362
|
|
|
410
|
|
||
|
$
|
1,283
|
|
|
$
|
1,308
|
|
Note J.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
$
|
397
|
|
|
$
|
395
|
|
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
|
288
|
|
|
284
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
|
300
|
|
|
299
|
|
||
FNF Term Loan, interest payable monthly at LIBOR + 1.63%
|
|
—
|
|
|
1,094
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800 at December 31, 2015, due July 2018 with interest payable monthly at LIBOR + 1.45%
|
|
(5
|
)
|
|
(7
|
)
|
||
Unsecured Black Knight Infoserv notes, including premium, interest payable semi-annually at 5.75%, due April 2023
|
|
402
|
|
|
616
|
|
||
Black Knight Term A Facility, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.44% at December 31, 2015)
|
|
771
|
|
|
—
|
|
||
Black Knight Term B Facility, due May 27, 2022 with interest currently payable quarterly at LIBOR + 3.00% (3.75% at December 31, 2015)
|
|
343
|
|
|
—
|
|
||
Black Knight Revolving Credit Facility, unused portion of $300, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.44% at December 31, 2015)
|
|
95
|
|
|
—
|
|
||
ABRH Term Loan, interest payable monthly at LIBOR + 2.50% (2.92% at December 31, 2015), due August 2019
|
|
100
|
|
|
106
|
|
||
ABRH Revolving Credit Facility, unused portion of $85 at December 31, 2015, due August 2019 with interest payable monthly at LIBOR + 2.50%
|
|
—
|
|
|
—
|
|
||
Digital Insurance Revolving Credit Facility, unused portion $26 at December 31, 2015, due March 31, 2020 with interest payable monthly at LIBOR + 2.50% - 3.50% (3.80% at December 31, 2015)
|
|
99
|
|
|
—
|
|
||
Other
|
|
3
|
|
|
16
|
|
||
|
|
$
|
2,793
|
|
|
$
|
2,803
|
|
Note K.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Current
|
$
|
374
|
|
|
$
|
113
|
|
|
$
|
128
|
|
Deferred
|
(84
|
)
|
|
199
|
|
|
67
|
|
|||
|
$
|
290
|
|
|
$
|
312
|
|
|
$
|
195
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings from continuing operations
|
$
|
290
|
|
|
$
|
312
|
|
|
$
|
195
|
|
Tax expense (benefit) attributable to net earnings from discontinued operations
|
—
|
|
|
(1
|
)
|
|
4
|
|
|||
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized loss on investments and other financial instruments
|
(40
|
)
|
|
(6
|
)
|
|
(30
|
)
|
|||
Unrealized loss on foreign currency translation and cash flow hedging
|
(7
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Reclassification adjustment for change in unrealized gains and losses included in net earnings
|
—
|
|
|
—
|
|
|
3
|
|
|||
Minimum pension liability adjustment
|
3
|
|
|
(6
|
)
|
|
13
|
|
|||
Total income tax benefit allocated to other comprehensive earnings
|
(44
|
)
|
|
(15
|
)
|
|
(16
|
)
|
|||
Additional paid-in capital, stock-based compensation
|
(21
|
)
|
|
(16
|
)
|
|
(17
|
)
|
|||
Total income taxes
|
$
|
225
|
|
|
$
|
280
|
|
|
$
|
166
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
3.0
|
|
|
3.5
|
|
|
2.9
|
|
Deductible dividends paid to FNF 401(k) plan
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
Tax exempt interest income
|
(0.7
|
)
|
|
(2.0
|
)
|
|
(1.4
|
)
|
Tax Credits
|
(1.0
|
)
|
|
(2.5
|
)
|
|
(1.4
|
)
|
Consolidated Partnerships
|
(0.5
|
)
|
|
5.8
|
|
|
(0.4
|
)
|
Non-deductible expenses and other, net
|
(1.1
|
)
|
|
(2.9
|
)
|
|
(1.0
|
)
|
Effective tax rate excluding equity investments
|
34.5
|
%
|
|
36.5
|
%
|
|
33.5
|
%
|
Equity Investments
|
(1.1
|
)
|
|
43.2
|
|
|
(1.8
|
)
|
Effective tax rate
|
33.4
|
%
|
|
79.7
|
%
|
|
31.7
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Employee benefit accruals
|
$
|
37
|
|
|
$
|
35
|
|
Other investments
|
14
|
|
|
—
|
|
||
Net operating loss carryforwards
|
30
|
|
|
29
|
|
||
Insurance reserve discounting
|
—
|
|
|
17
|
|
||
Accrued liabilities
|
20
|
|
|
11
|
|
||
Allowance for uncollectible accounts received
|
2
|
|
|
—
|
|
||
Pension plan
|
7
|
|
|
7
|
|
||
Tax credits
|
43
|
|
|
44
|
|
||
State income taxes
|
17
|
|
|
7
|
|
||
Other
|
3
|
|
|
—
|
|
||
Total gross deferred tax asset
|
173
|
|
|
150
|
|
||
Less: valuation allowance
|
12
|
|
|
11
|
|
||
Total deferred tax asset
|
$
|
161
|
|
|
$
|
139
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Title plant
|
$
|
(84
|
)
|
|
$
|
(83
|
)
|
Amortization of goodwill and intangible assets
|
(118
|
)
|
|
(108
|
)
|
||
Other investments
|
—
|
|
|
(83
|
)
|
||
Other
|
(17
|
)
|
|
(29
|
)
|
||
Investment securities
|
(29
|
)
|
|
(53
|
)
|
||
Depreciation
|
(11
|
)
|
|
(5
|
)
|
||
Partnerships
|
(459
|
)
|
|
(474
|
)
|
||
Insurance reserve discounting
|
(37
|
)
|
|
—
|
|
||
Allowance for uncollectible accounts received
|
—
|
|
|
(7
|
)
|
||
Total deferred tax liability
|
$
|
(755
|
)
|
|
$
|
(842
|
)
|
Net deferred tax liability
|
$
|
(594
|
)
|
|
$
|
(703
|
)
|
Note L.
|
Summary of Reserve for Claim Losses
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Beginning balance
|
$
|
1,621
|
|
|
$
|
1,636
|
|
|
$
|
1,748
|
|
Reserve assumed, net (1)
|
—
|
|
|
52
|
|
|
—
|
|
|||
Reinsurance recoverable
|
1
|
|
|
7
|
|
|
—
|
|
|||
Claim loss provision related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
224
|
|
|
202
|
|
|
220
|
|
|||
Prior years
|
22
|
|
|
26
|
|
|
71
|
|
|||
Total title claim loss provision
|
246
|
|
|
228
|
|
|
291
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(7
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|||
Prior years
|
(278
|
)
|
|
(297
|
)
|
|
(394
|
)
|
|||
Total title claims paid, net of recoupments
|
(285
|
)
|
|
(302
|
)
|
|
(403
|
)
|
|||
Ending balance of claim loss reserve for title insurance
|
$
|
1,583
|
|
|
$
|
1,621
|
|
|
$
|
1,636
|
|
Provision for title insurance claim losses as a percentage of title insurance premiums
|
5.7
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
(1)
|
Reserves of $
54
million were acquired in the acquisition of LPS on January 2, 2014, and a reserve of $
2
million was released due to the sale of a small title operation in 2014.
|
Note M.
|
Commitments and Contingencies
|
2016
|
$
|
215
|
|
2017
|
60
|
|
|
2018
|
44
|
|
|
2019
|
14
|
|
|
2020
|
6
|
|
|
Thereafter
|
—
|
|
|
Total purchase commitments
|
$
|
339
|
|
Note O.
|
Employee Benefit Plans
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Exercisable
|
||||
Balance, December 31, 2012
|
8,967,074
|
|
|
$
|
16.27
|
|
|
8,147,381
|
|
Granted
|
3,712,416
|
|
|
27.90
|
|
|
|
|
|
Exercised
|
(3,267,937
|
)
|
|
18.28
|
|
|
|
|
|
Canceled
|
(52,813
|
)
|
|
22.59
|
|
|
|
|
|
Balance, December 31, 2013
|
9,358,740
|
|
|
$
|
20.15
|
|
|
5,180,504
|
|
Granted
|
1,112,133
|
|
|
29.80
|
|
|
|
|
|
Options granted for FNFV recapitalization
|
1,346,302
|
|
|
17.86
|
|
|
|
||
Exercised
|
(2,418,713
|
)
|
|
15.80
|
|
|
|
|
|
Canceled
|
(5,251
|
)
|
|
23.85
|
|
|
|
|
|
Balance, December 31, 2014
|
9,393,211
|
|
|
$
|
19.43
|
|
|
5,173,802
|
|
Granted
|
1,886,320
|
|
|
34.84
|
|
|
|
|
|
Exercised
|
(1,966,937
|
)
|
|
12.96
|
|
|
|
|
|
Canceled
|
(12,085
|
)
|
|
26.62
|
|
|
|
|
|
Balance, December 31, 2015
|
9,300,509
|
|
|
$
|
23.92
|
|
|
5,256,426
|
|
|
|
|
|
|||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance, December 31, 2012
|
2,924,738
|
|
|
$
|
18.46
|
|
Granted
|
650,728
|
|
|
27.90
|
|
|
Canceled
|
(8,116
|
)
|
|
17.44
|
|
|
Vested
|
(1,654,278
|
)
|
|
17.30
|
|
|
Balance, December 31, 2013
|
1,913,072
|
|
|
$
|
22.68
|
|
Granted
|
785,705
|
|
|
29.80
|
|
|
Restricted shares granted for FNFV recapitalization
|
363,392
|
|
|
28.46
|
|
|
Canceled
|
(4,656
|
)
|
|
21.29
|
|
|
Vested
|
(1,286,732
|
)
|
|
17.33
|
|
|
Balance, December 31, 2014
|
1,770,781
|
|
|
$
|
25.08
|
|
Granted
|
613,960
|
|
|
34.84
|
|
|
Canceled
|
(10,105
|
)
|
|
26.14
|
|
|
Vested
|
(982,762
|
)
|
|
23.00
|
|
|
Balance, December 31, 2015
|
1,391,874
|
|
|
$
|
30.85
|
|
|
|
|
|
|||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
Granted
|
1,233,333
|
|
|
14.69
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Balance, December 31, 2014
|
1,233,333
|
|
|
$
|
14.69
|
|
Granted
|
—
|
|
|
—
|
|
|
Canceled
|
(31,746
|
)
|
|
14.69
|
|
|
Vested
|
(411,109
|
)
|
|
14.69
|
|
|
Balance, December 31, 2015
|
790,478
|
|
|
$
|
14.69
|
|
|
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 — $6.16
|
1,100,006
|
|
|
0.82
|
|
$
|
6.16
|
|
|
$
|
31
|
|
|
1,100,006
|
|
|
0.82
|
|
$
|
6.16
|
|
|
$
|
31
|
|
$6.17 — $12.22
|
453,856
|
|
|
0.90
|
|
12.22
|
|
|
10
|
|
|
453,856
|
|
|
0.90
|
|
12.22
|
|
|
10
|
|
||||
$12.23 — $15.76
|
28,537
|
|
|
0.20
|
|
15.76
|
|
|
1
|
|
|
28,537
|
|
|
0.20
|
|
15.76
|
|
|
1
|
|
||||
$15.77 — $18.17
|
28,547
|
|
|
0.42
|
|
18.17
|
|
|
—
|
|
|
28,547
|
|
|
0.42
|
|
18.17
|
|
|
—
|
|
||||
$18.18 — $21.90
|
705,212
|
|
|
3.86
|
|
19.62
|
|
|
11
|
|
|
705,212
|
|
|
3.86
|
|
19.62
|
|
|
11
|
|
||||
$21.91 — $24.24
|
4,009,334
|
|
|
4.90
|
|
24.24
|
|
|
42
|
|
|
2,589,192
|
|
|
4.90
|
|
24.24
|
|
|
27
|
|
||||
$24.25 — $34.84
|
2,975,017
|
|
|
6.47
|
|
33.00
|
|
|
5
|
|
|
351,076
|
|
|
5.85
|
|
29.80
|
|
|
2
|
|
||||
|
9,300,509
|
|
|
|
|
|
|
$
|
100
|
|
|
5,256,426
|
|
|
|
|
|
|
$
|
82
|
|
Note P.
|
Supplementary Cash Flow Information
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In millions)
|
||||||||||
Cash paid during the year:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
124
|
|
|
$
|
140
|
|
|
$
|
87
|
|
Income taxes
|
|
250
|
|
|
75
|
|
|
242
|
|
|||
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Change in proceeds of sales of investments available for sale receivable in period
|
|
$
|
(25
|
)
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
Change in purchases of investments available for sale payable in period
|
|
(2
|
)
|
|
5
|
|
|
(3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Liabilities assumed in connection with acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Fair value of net assets acquired
|
|
$
|
155
|
|
|
$
|
5,250
|
|
|
$
|
30
|
|
Less: Total purchase price
|
|
111
|
|
|
2,363
|
|
|
25
|
|
|||
Liabilities assumed
|
|
$
|
44
|
|
|
$
|
2,887
|
|
|
$
|
5
|
|
Treasury stock purchases payable at period end
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Title
|
|
Black Knight
|
|
FNF Core Corporate and Other
|
|
Total FNF Core
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
4,286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,286
|
|
Other revenues
|
2,005
|
|
|
931
|
|
|
185
|
|
|
3,121
|
|
|
—
|
|
|
203
|
|
|
203
|
|
|
3,324
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,412
|
|
|
—
|
|
|
1,412
|
|
|
1,412
|
|
||||||||
Revenues from external customers
|
6,291
|
|
|
931
|
|
|
185
|
|
|
7,407
|
|
|
1,412
|
|
|
203
|
|
|
1,615
|
|
|
9,022
|
|
||||||||
Interest and investment income (loss), including realized gains and losses
|
137
|
|
|
(5
|
)
|
|
(5
|
)
|
|
127
|
|
|
(19
|
)
|
|
2
|
|
|
(17
|
)
|
|
110
|
|
||||||||
Total revenues
|
6,428
|
|
|
926
|
|
|
180
|
|
|
7,534
|
|
|
1,393
|
|
|
205
|
|
|
1,598
|
|
|
9,132
|
|
||||||||
Depreciation and amortization
|
144
|
|
|
194
|
|
|
7
|
|
|
345
|
|
|
49
|
|
|
16
|
|
|
65
|
|
|
410
|
|
||||||||
Interest expense
|
—
|
|
|
50
|
|
|
72
|
|
|
122
|
|
|
6
|
|
|
3
|
|
|
9
|
|
|
131
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
836
|
|
|
139
|
|
|
(113
|
)
|
|
862
|
|
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
867
|
|
||||||||
Income tax expense (benefit)
|
305
|
|
|
35
|
|
|
(30
|
)
|
|
310
|
|
|
(2
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|
290
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
531
|
|
|
104
|
|
|
(83
|
)
|
|
552
|
|
|
9
|
|
|
16
|
|
|
25
|
|
|
577
|
|
||||||||
Equity in earnings (loss) of unconsolidated affiliates
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
(16
|
)
|
||||||||
Earnings (loss) from continuing operations
|
$
|
537
|
|
|
$
|
104
|
|
|
$
|
(83
|
)
|
|
$
|
558
|
|
|
$
|
9
|
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
$
|
561
|
|
Assets
|
$
|
8,533
|
|
|
$
|
3,703
|
|
|
$
|
266
|
|
|
$
|
12,502
|
|
|
$
|
508
|
|
|
$
|
921
|
|
|
$
|
1,429
|
|
|
$
|
13,931
|
|
Goodwill
|
2,303
|
|
|
2,224
|
|
|
45
|
|
|
4,572
|
|
|
103
|
|
|
85
|
|
|
188
|
|
|
4,760
|
|
|
Title
|
|
Black Knight
|
|
FNF Core Corporate and Other
|
|
Total FNF Core
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
3,671
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,671
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,671
|
|
Other revenues
|
1,855
|
|
|
852
|
|
|
(13
|
)
|
|
2,694
|
|
|
—
|
|
|
110
|
|
|
110
|
|
|
2,804
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,436
|
|
|
—
|
|
|
1,436
|
|
|
1,436
|
|
||||||||
Revenues from external customers
|
5,526
|
|
|
852
|
|
|
(13
|
)
|
|
6,365
|
|
|
1,436
|
|
|
110
|
|
|
1,546
|
|
|
7,911
|
|
||||||||
Interest and investment income (loss), including realized gains and losses
|
118
|
|
|
—
|
|
|
7
|
|
|
125
|
|
|
(13
|
)
|
|
1
|
|
|
(12
|
)
|
|
113
|
|
||||||||
Total revenues
|
5,644
|
|
|
852
|
|
|
(6
|
)
|
|
6,490
|
|
|
1,423
|
|
|
111
|
|
|
1,534
|
|
|
8,024
|
|
||||||||
Depreciation and amortization
|
145
|
|
|
188
|
|
|
3
|
|
|
336
|
|
|
52
|
|
|
15
|
|
|
67
|
|
|
403
|
|
||||||||
Interest expense
|
—
|
|
|
31
|
|
|
91
|
|
|
122
|
|
|
8
|
|
|
(3
|
)
|
|
5
|
|
|
127
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
534
|
|
|
(15
|
)
|
|
(113
|
)
|
|
406
|
|
|
13
|
|
|
(27
|
)
|
|
(14
|
)
|
|
392
|
|
||||||||
Income tax expense (benefit)
|
192
|
|
|
(7
|
)
|
|
(23
|
)
|
|
162
|
|
|
1
|
|
|
149
|
|
|
150
|
|
|
312
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
342
|
|
|
(8
|
)
|
|
(90
|
)
|
|
244
|
|
|
12
|
|
|
(176
|
)
|
|
(164
|
)
|
|
80
|
|
||||||||
Equity in earnings (loss) of unconsolidated affiliates
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
428
|
|
|
428
|
|
|
432
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
346
|
|
|
$
|
(8
|
)
|
|
$
|
(90
|
)
|
|
$
|
248
|
|
|
$
|
12
|
|
|
$
|
252
|
|
|
$
|
264
|
|
|
$
|
512
|
|
Assets
|
$
|
8,250
|
|
|
$
|
3,598
|
|
|
$
|
78
|
|
|
$
|
11,926
|
|
|
$
|
658
|
|
|
$
|
1,261
|
|
|
$
|
1,919
|
|
|
$
|
13,845
|
|
Goodwill
|
2,249
|
|
|
2,223
|
|
|
43
|
|
|
4,515
|
|
|
119
|
|
|
87
|
|
|
206
|
|
|
4,721
|
|
|
Title
|
|
FNF Core Corporate and Other
|
|
Total FNF Core
|
|
Restaurant Group
|
|
FNFV Corporate
and Other (1), (2)
|
|
Total FNFV
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Title premiums
|
$
|
4,152
|
|
|
$
|
—
|
|
|
$
|
4,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,152
|
|
Other revenues
|
1,597
|
|
|
53
|
|
|
1,650
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|
1,737
|
|
|||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
1,408
|
|
|
—
|
|
|
1,408
|
|
|
1,408
|
|
|||||||
Revenues from external customers
|
5,749
|
|
|
53
|
|
|
5,802
|
|
|
1,408
|
|
|
87
|
|
|
1,495
|
|
|
7,297
|
|
|||||||
Interest and investment income (loss), including realized gains and losses
|
145
|
|
|
(4
|
)
|
|
141
|
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
143
|
|
|||||||
Total revenues
|
5,894
|
|
|
49
|
|
|
5,943
|
|
|
1,407
|
|
|
90
|
|
|
1,497
|
|
|
7,440
|
|
|||||||
Depreciation and amortization
|
65
|
|
|
3
|
|
|
68
|
|
|
53
|
|
|
12
|
|
|
65
|
|
|
133
|
|
|||||||
Interest expense
|
—
|
|
|
68
|
|
|
68
|
|
|
8
|
|
|
(3
|
)
|
|
5
|
|
|
73
|
|
|||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
808
|
|
|
(152
|
)
|
|
656
|
|
|
12
|
|
|
(52
|
)
|
|
(40
|
)
|
|
616
|
|
|||||||
Income tax expense (benefit)
|
297
|
|
|
(60
|
)
|
|
237
|
|
|
(4
|
)
|
|
(38
|
)
|
|
(42
|
)
|
|
195
|
|
|||||||
Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates
|
511
|
|
|
(92
|
)
|
|
419
|
|
|
16
|
|
|
(14
|
)
|
|
2
|
|
|
421
|
|
|||||||
Equity in earnings (loss) of unconsolidated affiliates
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
(26
|
)
|
|||||||
Earnings (loss) from continuing operations
|
$
|
516
|
|
|
$
|
(93
|
)
|
|
$
|
423
|
|
|
$
|
16
|
|
|
$
|
(44
|
)
|
|
$
|
(28
|
)
|
|
$
|
395
|
|
Assets
|
$
|
6,762
|
|
|
$
|
1,130
|
|
|
$
|
7,892
|
|
|
$
|
670
|
|
|
$
|
1,946
|
|
|
$
|
2,616
|
|
|
$
|
10,508
|
|
Goodwill
|
1,435
|
|
|
4
|
|
|
1,439
|
|
|
119
|
|
|
343
|
|
|
462
|
|
|
1,901
|
|
Note S.
|
Recent Accounting Pronouncements
|
Note T.
|
Net Income Attributable to FNF Group Shareholders and Change in Total Equity
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
Increase in FNF's additional paid in capital for reduction in ownership percentage in Black Knight Financial Services, LLC
|
|
53
|
|
|
—
|
|
|
—
|
|
|||
Decrease in noncontrolling interests resulting from decreased ownership percentage
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|||
Net decrease in total equity
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Change from net earnings attributable to Fidelity National Financial, Inc. common shareholders and change in total equity
|
|
$
|
484
|
|
|
$
|
583
|
|
|
$
|
394
|
|
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
|
2.2
|
Agreement and Plan of Merger, dated as of May 28, 2013, among Fidelity National Financial, Inc., Lion Merger Sub, Inc. and Lender Processing Services, Inc. (incorporated by reference to Exhibit 2.1 to Fidelity National Financial, Inc.’s Current Report on Form 8-K, filed on May 28, 2013)
|
3.1
|
Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on June 30, 2014)
|
3.2
|
Third Amended and Restated Bylaws of Fidelity National Financial, Inc., February 3, 2016 (incorporated by reference to Exhibit 3.1 to Fidelity National Financial, Inc.’s Current Report on Form 8-K, dated February 9, 2016)
|
4.1
|
Supplemental Indenture, dated as of January 2, 2014, among Lender Processing Services, Inc., Fidelity National Financial, Inc., Black Knight Lending Solutions, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
4.2
|
Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
4.3
|
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)
|
4.4
|
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 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.5
|
Third Supplemental Indenture, dated as of June 30, 2014, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 30, 2014)
|
4.6
|
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)
|
4.7
|
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)
|
4.8
|
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)
|
4.9
|
Specimen certificate for shares of the Registrant’s FNF Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A filed on May 5, 2014)
|
4.10
|
Specimen certificate for shares of the Registrant’s FNFV Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4/A filed on May 5, 2014)
|
10.1
|
First Amendment, dated as of October 24, 2013, to the Third Amended and Restated Credit Agreement, dated as of June 25, 2013, among the Registrant, Bank of American, N.A., as administrative agent, and the other agents parties thereto (incorporated by reference to the Current Report on Form 8-K filed on October 25, 2013)
|
10.2
|
Amendment, dated as of June 25, 2013, to the Second Amended and Restated Credit Agreement, dated as of April 16, 2012, among Fidelity National Financial, Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto, including the Third Amended and Restated Credit Agreement among the parties dated as of June 25, 2013, which is included as Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 26, 2013)
|
10.3
|
Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan, effective as of September 26, 2005 (incorporated by reference to Appendix A to the Registrant’s Schedule 14A filed on April 12, 2013) (1)
|
10.4
|
Term Loan Credit Agreement, dated as of August 19, 2013, among ABRH ,LLC, the lenders party thereto, Wells Fargo Bank N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on November 10, 2014)
|
10.5
|
Term Loan Credit Agreement, dated as of July 11, 2013, among Fidelity National Financial, Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Registrant’s Current Report on Form 8-K filed on July 12, 2013)
|
10.6
|
First Amendment, dated as of October 24, 2013, to the Term Loan Credit Agreement, dated as of July 11, 2013, among the Registrant, Bank of American, N.A., as administrative agent, and the other agents parties thereto (incorporated by reference to the Current Report on Form 8-K filed on October 25, 2013)
|
Exhibit
Number
|
Description
|
|
|
10.7
|
Credit Agreement, dated as of March 31, 2015, among Digital Insurance, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
10.8
|
Credit and Guaranty Agreement, dated as of May 27, 2015, by and among Black Knight InfoServ, LLC, a Delaware limited liability company, as the borrower, JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 27, 2015)
|
10.9
|
Second Amendment, dated as of May 27, 2015, to Third Amended and Restated Credit Agreement, dated as of June 25, 2013, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 27, 2015)
|
10.10
|
Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Annex D to the Registrant’s Schedule 14A filed on May 9, 2014)(1)
|
10.11
|
Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (1)
|
10.12
|
Form of Notice of FNF Group Stock Option Award and FNF Group Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (1)
|
10.13
|
Form of Notice of FNFV Group Restricted Stock Grant and FNFV Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for September 2014 Awards (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (1)
|
10.14
|
Form of Notice of Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2013 Awards (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)(1)
|
10.15
|
Form of Notice of Stock Option Award and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2013 Awards (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)(1)
|
10.16
|
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 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.17
|
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)
|
10.18
|
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)
|
10.19
|
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)
|
10.20
|
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)
|
10.21
|
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)
|
10.22
|
Amendment effective as of July 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)(1)
|
10.23
|
Amendment effective as of January 2, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011)(1)
|
10.24
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009)
|
10.25
|
Amended and Restated Employment Agreement between Fidelity National Financial, Inc. and Brent B. Bickett, effective as of July 2, 2008 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)(1)
|
Exhibit
Number
|
Description
|
|
|
10.26
|
Amended and Restated Employment Agreement between BKFS I Management and William P. Foley, II, effective as of January 8, 2016 (1)
|
10.27
|
Director Services Agreement between Fidelity National Financial, Inc. and William P. Foley, II, effective as of January 8, 2016 (1)
|
10.28
|
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)
|
10.29
|
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)
|
10.30
|
Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January 30, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.31
|
Amendment No. 2 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (1)
|
10.32
|
Employment Agreement by and between BKFS I Management, Inc. and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (1)
|
10.33
|
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)
|
10.34
|
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)
|
10.35
|
Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.36
|
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 Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013) (1)
|
10.37
|
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 Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013) (1)
|
10.38
|
Black Knight Financial Services, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.39
|
ServiceLink Holdings, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.40
|
Form of Black Knight Financial Services, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.41
|
Form of ServiceLink Holdings, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.42
|
Black Knight Financial Services, LLC Incentive Plan (incorporated by reference to Exhibit 10.5 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.43
|
Black Knight 2015 Omnibus Incentive Plan (incorporated by reference to to Exhibit 10.19 to Amendment No. 3 to the Form S-1 Registration Statement filed by Black Knight Financial Services, Inc. on March 30, 2015)(1)
|
10.44
|
Form of Grant Agreement for Restricted Stock Awards under the Black Knight Knight Financial Services, Inc. 2015 Omnibus Incentive Plan to be issued upon Exchange of Grant Units (incorporated by reference to Exhibit 10.31 to Amendment No. 4 to the Form S-1Registration Statement filed y Black Knight Financial Services, Inc. on May 4, 2015)(1)
|
10.45
|
Form of Restricted Stock Agreement for February 2016 Restricted Stock Awards with a three year vesting period under the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (1)
|
10.46
|
Form of Restricted Stock Agreement for February 2016 Restricted Stock Awards with a four year vesting period under the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (1)
|
10.47
|
ServiceLink Holdings, LLC Incentive Plan (incorporated by reference to Exhibit 10.6 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
(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/ Raymond R. Quirk
|
|
|
|
Raymond R. Quirk
|
|
|
|
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/ Raymond R. Quirk
|
|
Chief Executive Officer
|
|
February 23, 2016
|
Raymond R. Quirk
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Anthony J. Park
|
|
Chief Financial Officer
|
|
February 23, 2016
|
Anthony J. Park
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ William P. Foley, II
|
|
Director and Chairman of the Board
|
|
February 23, 2016
|
William P. Foley, II
|
|
|
|
|
|
|
|
|
|
/s/ Douglas K. Ammerman
|
|
Director
|
|
February 23, 2016
|
Douglas K. Ammerman
|
|
|
|
|
|
|
|
|
|
/s/ Willie D. Davis
|
|
Director
|
|
February 23, 2016
|
Willie D. Davis
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Hagerty
|
|
Director
|
|
February 23, 2016
|
Thomas M. Hagerty
|
|
|
|
|
|
|
|
|
|
/s/ Daniel D. (Ron) Lane
|
|
Director
|
|
February 23, 2016
|
Daniel D. (Ron) Lane
|
|
|
|
|
|
|
|
|
|
/s/ Richard N. Massey
|
|
Director
|
|
February 23, 2016
|
Richard N. Massey
|
|
|
|
|
|
|
|
|
|
/s/ John D. Rood
|
|
Director
|
|
February 23, 2016
|
John D. Rood
|
|
|
|
|
|
|
|
|
|
/s/ Peter O. Shea, Jr.
|
|
Director
|
|
February 23, 2016
|
Peter O. Shea, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Cary H. Thompson
|
|
Director
|
|
February 23, 2016
|
Cary H. Thompson
|
|
|
|
|
|
|
|
|
|
/s/ Frank P. Willey
|
|
Director
|
|
February 23, 2016
|
Frank P. Willey
|
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|||||||
Cash
|
$
|
293
|
|
|
$
|
151
|
|
Short term investments
|
163
|
|
|
—
|
|
||
Notes receivable
|
621
|
|
|
2,635
|
|
||
Investments in and amounts due from subsidiaries
|
6,326
|
|
|
5,962
|
|
||
Property and equipment, net
|
4
|
|
|
6
|
|
||
Prepaid expenses and other assets
|
21
|
|
|
—
|
|
||
Income taxes receivable
|
—
|
|
|
60
|
|
||
Total assets
|
$
|
7,428
|
|
|
$
|
8,814
|
|
LIABILITIES AND EQUITY
|
|||||||
Liabilities:
|
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
$
|
55
|
|
|
$
|
52
|
|
Income taxes payable
|
45
|
|
|
—
|
|
||
Deferred tax liability
|
594
|
|
|
703
|
|
||
Notes payable
|
980
|
|
|
2,065
|
|
||
Total liabilities
|
1,674
|
|
|
2,820
|
|
||
Equity:
|
|
|
|
|
|
||
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of December 31, 2015 and 2014; outstanding of 275,781,160 and 279,443,239 as of December 31, 2015 and 2014, respectively; and issued of 282,394,970 and 279,824,125 as of December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of December 31, 2015 and 2014; outstanding of 72,217,882 and 92,828,470 as of December 31, 2015 and 2014, respectively; and issued of 80,581,466 and 92,946,545 as of December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,795
|
|
|
4,855
|
|
||
Retained earnings
|
1,374
|
|
|
1,150
|
|
||
Accumulated other comprehensive earnings
|
(69
|
)
|
|
2
|
|
||
Less: Treasury stock, 14,977,394 shares and 493,737 shares as of December 31, 2015 and 2014, respectively, at cost
|
(346
|
)
|
|
(13
|
)
|
||
Total equity of Fidelity National Financial, Inc. common shareholders
|
5,754
|
|
|
5,994
|
|
||
Total liabilities and equity
|
$
|
7,428
|
|
|
$
|
8,814
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Other fees and revenue
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
Interest and investment income and realized gains
|
86
|
|
|
168
|
|
|
15
|
|
|||
Total revenues
|
89
|
|
|
169
|
|
|
18
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel expenses
|
28
|
|
|
35
|
|
|
93
|
|
|||
Other operating expenses
|
1
|
|
|
(20
|
)
|
|
50
|
|
|||
Interest expense
|
74
|
|
|
93
|
|
|
70
|
|
|||
Total expenses
|
103
|
|
|
108
|
|
|
213
|
|
|||
(Losses) earnings before income tax (benefit) expense and equity in earnings of subsidiaries
|
(14
|
)
|
|
61
|
|
|
(195
|
)
|
|||
Income tax (benefit) expense
|
(5
|
)
|
|
22
|
|
|
(61
|
)
|
|||
(Losses) earnings before equity in earnings of subsidiaries
|
(9
|
)
|
|
39
|
|
|
(134
|
)
|
|||
Equity in earnings of subsidiaries
|
536
|
|
|
544
|
|
|
528
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
|
|
|
|
|
|
||||||
Basic earnings per share Old FNF common shareholders
|
|
|
|
$
|
0.33
|
|
|
$
|
1.71
|
|
|
Weighted average shares outstanding Old FNF common shareholders, basic basis
|
|
|
|
138
|
|
|
230
|
|
|||
Diluted earnings per share Old FNF Common shareholders
|
|
|
|
$
|
0.32
|
|
|
$
|
1.68
|
|
|
Weighted average shares outstanding Old FNF common shareholders, diluted basis
|
|
|
|
142
|
|
|
235
|
|
|||
Basic earnings per share FNF Group common shareholders
|
$
|
1.95
|
|
|
$
|
0.77
|
|
|
|
||
Weighted average shares outstanding FNF Group common shareholders, basic basis
|
277
|
|
|
138
|
|
|
|
||||
Diluted earnings per share FNF Group Common shareholders
|
$
|
1.89
|
|
|
$
|
0.75
|
|
|
|
||
Weighted average shares outstanding FNF Group common shareholders, diluted basis
|
286
|
|
|
142
|
|
|
|
||||
Basic earnings per share FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.04
|
|
|
|
||
Weighted average shares outstanding FNFV Group common shareholders, basic basis
|
79
|
|
|
46
|
|
|
|
||||
Diluted earnings per share FNFV Group Common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.01
|
|
|
|
||
Weighted average shares outstanding FNFV Group common shareholders, diluted basis
|
82
|
|
|
47
|
|
|
|
||||
Retained earnings, beginning of year
|
$
|
1,150
|
|
|
$
|
1,089
|
|
|
$
|
849
|
|
Dividends declared
|
(222
|
)
|
|
(203
|
)
|
|
(154
|
)
|
|||
Distribution of Remy to FNFV Group common shareholders
|
—
|
|
|
(319
|
)
|
|
—
|
|
|||
Distribution of J. Alexander's to FNFV Group common shareholders
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
527
|
|
|
583
|
|
|
394
|
|
|||
Retained earnings, end of year
|
$
|
1,374
|
|
|
$
|
1,150
|
|
|
$
|
1,089
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in earnings of subsidiaries
|
(536
|
)
|
|
(544
|
)
|
|
(528
|
)
|
|||
Depreciation and amortization
|
2
|
|
|
2
|
|
|
1
|
|
|||
Stock-based compensation
|
38
|
|
|
32
|
|
|
30
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
(21
|
)
|
|
(16
|
)
|
|
(17
|
)
|
|||
Net change in income taxes
|
17
|
|
|
540
|
|
|
(96
|
)
|
|||
Net (increase) decrease in prepaid expenses and other assets
|
(25
|
)
|
|
62
|
|
|
(29
|
)
|
|||
Net (decrease) increase in accounts payable and other accrued liabilities
|
(11
|
)
|
|
(91
|
)
|
|
101
|
|
|||
Net cash (used in) provided operating activities
|
(9
|
)
|
|
568
|
|
|
(144
|
)
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Net purchases of short-term investment activities
|
(163
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to notes receivable
|
(28
|
)
|
|
(3,025
|
)
|
|
(30
|
)
|
|||
Collection of notes receivable
|
1,542
|
|
|
390
|
|
|
—
|
|
|||
Net additions to investments in subsidiaries
|
—
|
|
|
—
|
|
|
8
|
|
|||
Net cash provided by (used in) investing activities
|
1,351
|
|
|
(2,635
|
)
|
|
(22
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Equity offering
|
—
|
|
|
—
|
|
|
511
|
|
|||
Borrowings
|
—
|
|
|
1,500
|
|
|
—
|
|
|||
Debt service payments
|
(1,100
|
)
|
|
(400
|
)
|
|
(7
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Dividends paid
|
(220
|
)
|
|
(203
|
)
|
|
(153
|
)
|
|||
Purchases of treasury stock
|
(506
|
)
|
|
—
|
|
|
(34
|
)
|
|||
Exercise of stock options
|
26
|
|
|
40
|
|
|
60
|
|
|||
Tax benefit associated with the exercise of stock-based compensation
|
21
|
|
|
16
|
|
|
17
|
|
|||
Distribution to FNFV
|
—
|
|
|
(100
|
)
|
|
—
|
|
|||
Other financing activity
|
(15
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Net dividends from subsidiaries
|
594
|
|
|
268
|
|
|
571
|
|
|||
Net cash (used in) provided by financing activities
|
(1,200
|
)
|
|
1,113
|
|
|
949
|
|
|||
Net change in cash and cash equivalents
|
142
|
|
|
(954
|
)
|
|
783
|
|
|||
Cash at beginning of year
|
151
|
|
|
1,105
|
|
|
322
|
|
|||
Cash at end of year
|
$
|
293
|
|
|
$
|
151
|
|
|
$
|
1,105
|
|
B.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
$
|
397
|
|
|
$
|
395
|
|
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
|
288
|
|
|
284
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
|
300
|
|
|
299
|
|
||
FNF Term Loan, interest payable monthly at LIBOR + 1.63%
|
|
—
|
|
|
1,094
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800 at December 31, 2015, due July 2018 with interest payable monthly at LIBOR + 1.45%
|
|
(5
|
)
|
|
(7
|
)
|
||
|
|
$
|
980
|
|
|
$
|
2,065
|
|
C.
|
Supplemental Cash Flow Information
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash paid during the year:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
72
|
|
|
$
|
103
|
|
|
$
|
61
|
|
Income tax payments
|
250
|
|
|
75
|
|
|
242
|
|
D.
|
Cash Dividends Received
|
|
|
|
|
Column C
|
|
|
|
|
||||||||||||||
|
|
Column B
|
|
Additions
|
|
Column D
|
|
Column E
|
||||||||||||||
|
|
Balance at
|
|
Charge to
|
|
|
|
|
|
Balance at
|
||||||||||||
Column A
|
|
Beginning of
|
|
Costs and
|
|
Other
|
|
Deduction
|
|
End of
|
||||||||||||
Description
|
|
Period
|
|
Expenses
|
|
(Described)
|
|
(Described)
|
|
Period
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,621
|
|
|
$
|
246
|
|
|
$
|
1
|
|
(2)
|
|
$
|
285
|
|
(1)
|
|
$
|
1,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,636
|
|
|
$
|
228
|
|
|
$
|
59
|
|
(3)
|
|
$
|
302
|
|
(1)
|
|
$
|
1,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,748
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
|
$
|
403
|
|
(1)
|
|
$
|
1,636
|
|
(1)
|
Represents payments of claim losses, net of recoupments.
|
(2)
|
Represents recording a reinsurance recoverable.
|
(3)
|
Represents an increase of
$54 million
to the reserve for claim losses as a result of the acquisition of LPS (See Note B), a
$2 million
decrease to the reserve due to the sale of a small title operation and recording
$7 million
increase to the claims reserve for a reinsurance recoverable.
|
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
|
2.2
|
Agreement and Plan of Merger, dated as of May 28, 2013, among Fidelity National Financial, Inc., Lion Merger Sub, Inc. and Lender Processing Services, Inc. (incorporated by reference to Exhibit 2.1 to Fidelity National Financial, Inc.’s Current Report on Form 8-K, filed on May 28, 2013)
|
3.1
|
Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on June 30, 2014)
|
3.2
|
Third Amended and Restated Bylaws of Fidelity National Financial, Inc., February 3, 2016 (incorporated by reference to Exhibit 3.1 to Fidelity National Financial, Inc.’s Current Report on Form 8-K, dated February 9, 2016)
|
4.1
|
Supplemental Indenture, dated as of January 2, 2014, among Lender Processing Services, Inc., Fidelity National Financial, Inc., Black Knight Lending Solutions, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
4.2
|
Indenture between the Registrant and The Bank of New York Trust Company, N.A., dated December 8, 2005 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
4.3
|
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)
|
4.4
|
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 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010)
|
4.5
|
Third Supplemental Indenture, dated as of June 30, 2014, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 30, 2014)
|
4.6
|
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)
|
4.7
|
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)
|
4.8
|
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)
|
4.9
|
Specimen certificate for shares of the Registrant’s FNF Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A filed on May 5, 2014)
|
4.10
|
Specimen certificate for shares of the Registrant’s FNFV Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4/A filed on May 5, 2014)
|
10.1
|
First Amendment, dated as of October 24, 2013, to the Third Amended and Restated Credit Agreement, dated as of June 25, 2013, among the Registrant, Bank of American, N.A., as administrative agent, and the other agents parties thereto (incorporated by refrence to the Current Report on Form 8-K filed on October 25, 2013)
|
10.2
|
Amendment, dated as of June 25, 2013, to the Second Amended and Restated Credit Agreement, dated as of April 16, 2012, among Fidelity National Financial, Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto, including the Third Amended and Restated Credit Agreement among the parties dated as of June 25, 2013, which is included as Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 26, 2013)
|
10.3
|
Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan, effective as of September 26, 2005 (incorporated by reference to Appendix A to the Registrant’s Schedule 14A filed on April 12, 2013) (1)
|
10.4
|
Term Loan Credit Agreement, dated as of August 19, 2013, among ABRH ,LLC, the lenders party thereto, Wells Fargo Bank N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on November 10, 2014)
|
10.5
|
Term Loan Credit Agreement, dated as of July 11, 2013, among Fidelity National Financial, Inc., the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (incorporated by reference to Registrant’s Current Report on Form 8-K filed on July 12, 2013)
|
10.6
|
First Amendment, dated as of October 24, 2013, to the Term Loan Credit Agreement, dated as of July 11, 2013, among the Registrant, Bank of American, N.A., as administrative agent, and the other agents parties thereto (incorporated by reference to the Current Report on Form 8-K filed on October 25, 2013)
|
Exhibit
Number
|
Description
|
|
|
10.7
|
Credit Agreement, dated as of March 31, 2015, among Digital Insurance, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
10.8
|
Credit and Guaranty Agreement, dated as of May 27, 2015, by and among Black Knight InfoServ, LLC, a Delaware limited liability company, as the borrower, JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 27, 2015)
|
10.9
|
Second Amendment, dated as of May 27, 2015, to Third Amended and Restated Credit Agreement, dated as of June 25, 2013, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 27, 2015)
|
10.10
|
Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Annex D to the Registrant’s Schedule 14A filed on May 9, 2014)(1)
|
10.11
|
Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (1)
|
10.12
|
Form of Notice of FNF Group Stock Option Award and FNF Group Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (1)
|
10.13
|
Form of Notice of FNFV Group Restricted Stock Grant and FNFV Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for September 2014 Awards (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) (1)
|
10.14
|
Form of Notice of Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2013 Awards (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)(1)
|
10.15
|
Form of Notice of Stock Option Award and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2013 Awards (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013)(1)
|
10.16
|
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 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.17
|
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)
|
10.18
|
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)
|
10.19
|
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)
|
10.20
|
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)
|
10.21
|
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)
|
10.22
|
Amendment effective as of July 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)(1)
|
10.23
|
Amendment effective as of January 2, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011)(1)
|
10.24
|
Amendment effective February 4, 2010 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009)
|
10.25
|
Amended and Restated Employment Agreement between Fidelity National Financial, Inc. and Brent B. Bickett, effective as of July 2, 2008 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)(1)
|
Exhibit
Number
|
Description
|
|
|
10.26
|
Amended and Restated Employment Agreement between BKFS I Management and William P. Foley, II, effective as of January 8, 2016 (1)
|
10.27
|
Director Services Agreement between Fidelity National Financial, Inc. and William P. Foley, II, effective as of January 8, 2016 (1)
|
10.28
|
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)
|
10.29
|
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)
|
10.30
|
Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January 30, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.31
|
Amendment No. 2 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (1)
|
10.32
|
Employment Agreement by and between BKFS I Management, Inc. and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (1)
|
10.33
|
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)
|
10.34
|
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)
|
10.35
|
Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1)
|
10.36
|
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 Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013) (1)
|
10.37
|
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 Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013) (1)
|
10.38
|
Black Knight Financial Services, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.39
|
ServiceLink Holdings, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.40
|
Form of Black Knight Financial Services, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.41
|
Form of ServiceLink Holdings, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.42
|
Black Knight Financial Services, LLC Incentive Plan (incorporated by reference to Exhibit 10.5 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
10.43
|
Black Knight 2015 Omnibus Incentive Plan (incorporated by reference to to Exhibit 10.19 to Amendment No. 3 to the Form S-1 Registration Statement filed by Black Knight Financial Services, Inc. on March 30, 2015)(1)
|
10.44
|
Form of Grant Agreement for Restricted Stock Awards under the Black Knight Knight Financial Services, Inc. 2015 Omnibus Incentive Plan to be issued upon Exchange of Grant Units (incorporated by reference to Exhibit 10.31 to Amendment No. 4 to the Form S-1 Registration Statement filed by Black Knight Financial Services, Inc. on May 4, 2015)(1)
|
10.45
|
Form of Restricted Stock Agreement for February 2016 Restricted Stock Awards with a three year vesting period under the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (1)
|
10.46
|
Form of Restricted Stock Agreement for February 2016 Restricted Stock Awards with a four year vesting period under the Black Knight Financial Services, Inc. 2015 Omnibus Incentive Plan (1)
|
10.47
|
ServiceLink Holdings, LLC Incentive Plan (incorporated by reference to Exhibit 10.6 to the to the Registrant’s Current Report on Form 8-K filed on January 9, 2014)(1)
|
(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
|
Name of Grantee:
|
|
Number of Shares of Restricted Stock Granted:
|
|
Effective Date of Grant:
|
October 29, 2015
|
Vesting and Period of Restriction:
|
Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one third of the shares on each anniversary of the Effective Date of Grant and satisfaction of the Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.
|
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:
|
$34.84
|
Effective Date of Grant:
|
October 29, 2015
|
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:
|
7
th
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.
|
(a)
|
the standard Company benefits enjoyed by the Company's other top executives as a group;
|
(b)
|
participation in the FNF Executive Medical Plan (for the Employee and any covered dependents);
|
(c)
|
eligibility to elect and purchase supplemental disability insurance in accordance with the Company’s or an affiliate's then current benefit offering;
|
(d)
|
an annual incentive bonus opportunity under Black Knight’s annual incentive plan (“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee (“Annual Bonus”). The Employee’s target Annual Bonus under the Annual Bonus Plan shall be no less than 250% of the Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Employee’s Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15
th
first following the calendar year to which the Annual Bonus relates; and
|
(e)
|
participation in Black Knight's equity incentive plans, as determined by the Compensation Committee of the Board (provided that the aggregate grant date fair value of Foley’s annual equity grants from Black Knight shall be at least $7,000,000).
|
(a)
|
Notice of Termination
. Any purported termination of the Employee's employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in Section 25. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the Date of Termination (as that term is defined in Subsection 8(b)) and, with respect to a termination due to Disability (as that term is defined in Subsection 8(e)), Cause (as that term is defined in Subsection 8(d)), or Good Reason (as that term is defined in Subsection 8(f)), sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from the Company shall specify whether the termination is with or without Cause or due to the Employee's Disability. A Notice of Termination from the Employee shall specify whether the termination is with or without Good Reason.
|
(b)
|
Date of Termination
. For purposes of this Agreement, "Date of Termination" shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30
th
) day following the date the Notice of Termination is given) or the date of the Employee's death.
|
(c)
|
No Waiver
. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.
|
(d)
|
Cause
. For purposes of this Agreement, a termination for "Cause" means a termination by the Company based upon the Employee's: (i) persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty; (iv) material breach of this Agreement; or (v) failure to materially cooperate with or impeding an investigation authorized by the Board. The Employee's termination for Cause shall be effective when and if a resolution is duly adopted by an affirmative vote of at least ¾ of the Board (less the Employee), stating that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in the Notice of Termination and such conduct constitutes Cause under this Agreement;
provided
,
however
, that the Employee shall have been given reasonable opportunity (A) to cure any act or omission that constitutes Cause if capable of cure and (B), together with counsel, during the thirty (30) day period following the receipt by the Employee of the Notice of Termination and prior to the adoption of the Board's resolution, to be heard by the Board.
|
(e)
|
Disability
. For purposes of this Agreement, a termination based upon "Disability" means a termination by the Company based upon the Employee's entitlement to long-term disability benefits under the Company's or an affiliate's long-term disability plan or policy, as the case may be, as in effect on the Date of Termination.
|
(b)
|
Good Reason
. For purposes of this Agreement, a termination for "Good Reason" means a termination by the Employee during the Employment Term based upon the occurrence (without the Employee's express written consent) of any of the following:
|
(i)
|
a material diminution in the Employee's position or title, or the assignment of duties to the Employee that are materially inconsistent with the Employee's position or title;
|
(ii)
|
a material diminution in the Employee's Annual Base Salary or Annual Bonus Opportunity;
|
(iii)
|
within six (6) months immediately preceding or within two (2) years immediately following a Change in Control: (A) a material adverse change in the Employee's status, authority or responsibility (
e.g.
, the Employee no longer serving as Chairman of the Board would constitute such a material adverse change); (B) a material adverse change in the position to whom the Employee reports (including any requirement that the Employee report to a corporate officer or employee instead of reporting directly to the Board) or to the Employee's service relationship (or the conditions under which the Employee performs his duties) as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom the Employee reports; (C) a material diminution in the budget over which the Employee
|
(iv)
|
a material breach by the Company of any of its obligations under this Agreement; or
|
(v)
|
election of a new director to the Company’s Board who Employee (as a director of the Board) did not consent to or vote for.
|
(c)
|
Cross-Termination
. A termination by Employee or FNF of the Employee’s position on the Board of Directors of FNF for any reason under that certain Director Services Agreement between FNF and Employee shall constitute a termination for the same reason under this Agreement and Employee shall be entitled to the appropriate termination benefits under this Agreement.
|
(a)
|
Termination by Foley for Good Reason, Not Re-Elected to the Board or Removed from the Board
. If Foley’s employment or service as a director is terminated: (1) by the Company for any reason other than Cause, Death or Disability; (2) by Foley for Good Reason; or (3) because Foley is not nominated to run for re-election to the Board as Chairman, is nominated, but does not receive enough votes to be re-elected to the Board, or is removed from the position of Chairman of the Board for reasons other than Cause:
|
(i)
|
the Company shall pay the Employee the following (collectively, the "Accrued Obligations"): (A) within five (5) business days after the Date of Termination, any earned but unpaid Annual Base Salary; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to the Employee for expenses incurred prior to the Date of Termination; and (C) no later than March 15
th
of the year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the prior calendar year;
|
(ii)
|
the Company shall pay the Employee no later than March 15
th
of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by the Employee for the year in which the Date of Termination occurs (based upon the target Annual
|
(iii)
|
the Company shall pay the Employee, no later than the sixty-fifth (65
th
) calendar day after the Date of Termination, a lump-sum payment equal to 300%
of the sum of: (A) the Employee's Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which the Employee did not expressly consent in writing); and (B) the highest Annual Bonus paid to the Employee by the Company within the three (3) years preceding his termination of employment or, if higher, the target Annual Bonus Opportunity in the year in which the Date of Termination occurs;
|
(iv)
|
all stock option, restricted stock, profits interest and other equity-based incentive awards granted by Black Knight or ServiceLink that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be, unless the equity incentive awards are based upon satisfaction of performance criteria (not based solely on the passage of time); in which case, they will only vest pursuant to their express terms, provided, however, that any such equity awards that are vested pursuant to this provision and that constitute a non-qualified deferred compensation arrangement within the meaning of Code Section 409A shall be paid or settled on the earliest date coinciding with or following the Date of Termination that does not result in a violation of or penalties under Section 409A; and
|
(v)
|
the Company shall provide (or cause an affiliate to provide) the Employee with certain continued welfare benefits as follows:
|
(A)
|
Any life insurance coverage provided by the Company or an affiliate shall terminate at the same time as life insurance coverage would normally terminate for any other employee that terminates employment with the Company or an affiliate, and the Employee shall have the right to convert that life insurance coverage to an individual policy under the regular rules of the Company's or affiliate's, as the case may be, group policy. In addition, if the Employee is covered under or receives life insurance coverage provided by the Company or an affiliate on the Date of Termination, then within thirty (30) business days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly life insurance premiums based on the monthly premiums that would be due assuming that the Employee had converted such life insurance coverage into an individual policy.
|
(B)
|
As long as the Employee pays the full monthly premiums for COBRA coverage, the Company shall provide (or cause an affiliate to provide) the Employee and, as applicable, the Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to the Company's active executives and their dependents until the earlier of: (i) three (3) years after the Date of Termination; or (ii) the date the Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, within thirty (30) business days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly medical
|
(b)
|
Termination by the Company for Cause and by the Employee without Good Reason
. If the Employee's employment is terminated (i) by the Company for Cause or (ii) by the Employee without Good Reason, the Company's only obligation under this Agreement shall be payment of any Accrued Obligations.
|
(c)
|
Termination due to Death or Disability
. If the Employee's employment is terminated due to death or Disability, the Company shall pay the Employee (or to the Employee's estate or personal representative in the case of death), within thirty (30) business days after the Date of Termination: (i) any Accrued Obligations, plus (ii) a prorated Annual Bonus based upon the target Annual Bonus opportunity in the year in which the Date of Termination occurred (or the prior year if no target Annual Bonus Opportunity has yet been determined) multiplied by the percentage of the calendar year completed before the Date of Termination.
|
(d)
|
Definition of Change in Control
. For purposes of this Agreement, the term "Change in Control" shall mean that the conditions set forth in any one of the following subsections shall have been satisfied:
|
(i)
|
the acquisition, directly or indirectly, by any "person" (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof) of "beneficial ownership" (within the meaning of Rule 13d-3 of the Exchange Act) of securities of Black Knight possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Black Knight;
|
(ii)
|
a merger or consolidation in which Black Knight is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of Black Knight immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;
|
(iii)
|
a reverse merger in which Black Knight is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of Black Knight are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger;
|
(iv)
|
during any period of two (2) consecutive years during the Employment Term or any extensions thereof, individuals, who, at the beginning of such period, constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period;
|
(v)
|
the sale, transfer or other disposition (in one transaction or a series of related transactions) of assets of Black Knight that have a total fair market value equal to or more than one-third of the total fair market value of all of the assets of Black Knight immediately prior to such sale, transfer or other disposition, other than a sale, transfer or other disposition to an entity (A) which immediately following such sale, transfer or other disposition owns, directly or indirectly, at least fifty percent (50%) of Black Knight's outstanding voting securities or (B) fifty percent (50%) or more of whose outstanding voting securities is immediately following such sale, transfer or other disposition owned, directly or indirectly, by Black Knight. For purposes of the
|
(vi)
|
the approval by the stockholders of a plan or proposal for the liquidation or dissolution of Black Knight.
|
(e)
|
Six-Month Delay
. To the extent the Employee is a "specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six (6) month period after separation from service, will be made during such six (6) month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six (6) month period, provided, however, that if the Employee dies following the Date of Termination and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Code Section 409A, such payments, distributions or benefits shall be paid or provided to the personal representative of the Employee’s estate within 30 days after the date of Employee’s death.
|
(a)
|
During Employment Term
. The Employee agrees that, during the Employment Term, he will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with the Company's or its affiliates' principal business, nor solicit customers, suppliers or employees of the Company or affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company's or its affiliates' principal business. In addition, during the Employment Term, the Employee will undertake no planning for or organization of any business activity competitive with the work he performs as an employee of the Company, and the Employee will not combine or conspire with any other employee of the Company or any other person for the purpose of organizing any such competitive business activity.
|
(b)
|
After Employment Term
. The parties acknowledge that the Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of his employment. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by the Employee in that business after the Employment Term would severely injure the Company and its affiliates. Accordingly, for a period of one (1) year after the Employee's employment terminates for any reason whatsoever, except as otherwise stated herein below, the Employee agrees: (i) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; and (ii), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate.
|
(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 this Section 13: (i) Fidelity National Information Services, Inc., FNF, ServiceLink, their respective affiliates or their respective successors; or (ii) the Company, its affiliates or their successors.
|
|
BKFS I MANAGEMENT, INC.
By:
Its:________________________________
|
|
WILLIAM P. FOLEY, II
|
1.
|
Chairman of the Board of Directors of Black Knight Financial Services, Inc.;
|
2.
|
strategic planning and initiatives;
|
3.
|
mergers and acquisitions;
|
4.
|
business development;
|
5.
|
budget and long range planning advice;
|
6.
|
presiding over meetings of the Board of Directors of Black Knight Financial Services, Inc. and members as Chairman;
|
7.
|
planning the contents and agenda of such meetings with the assistance of Company management;
|
8.
|
supervising the Company's communications with its shareholders;
|
9.
|
participating in customer relations and public relations.
|
(a)
|
Notice of Termination
. Any purported termination of Foley’s services (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in Section 24. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that indicates the Date of Termination (as that term is defined in Subsection 7(b)) and, with respect to a termination due to Disability (as that term is defined in Subsection 7(e)), Cause (as that term is defined in Subsection 7(d)), or Good Reason (as that term is defined in Subsection 7(f)), sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from the Company shall specify whether the termination is with or without Cause or due to Foley’s Disability. A Notice of Termination from Foley shall specify whether the termination is with or without Good Reason.
|
(b)
|
Date of Termination
. For purposes of this Agreement, “Date of Termination” shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30
th
) day following the date the Notice of Termination is given) or the date of Foley’s death.
|
(c)
|
No Waiver
. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.
|
(d)
|
Cause
. For purposes of this Agreement, a termination for “Cause” means a termination by the Company based upon Foley’s: (i) persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty; (iv) material breach of this Agreement; or (v) failure to materially cooperate with or impeding an investigation authorized by the Board. Foley’s termination for Cause shall be effective when and if a resolution is duly adopted by an affirmative vote
|
(e)
|
Disability
. For purposes of this Agreement, a termination based upon “Disability” means a termination by the Company based upon Foley’s entitlement to long-term disability benefits under the Company’s long-term disability plan or policy, as the case may be, as in effect on the Date of Termination.
|
(b)
|
Good Reason
. For purposes of this Agreement, a termination for “Good Reason” means a termination by Foley based upon the occurrence (without Foley’s express written consent) of any of the following:
|
(i)
|
a material diminution in Foley’s position or title, or the assignment of duties to Foley that are materially inconsistent with Foley’s position or title as described in this Agreement;
|
(ii)
|
a material diminution in the Annual Retainer;
|
(iii)
|
within six (6) months immediately preceding or within two (2) years immediately following a Change in Control: (A) a material adverse change in Foley’s status, authority or responsibility (
e.g.
, Foley no longer serving as non-executive Chairman of the Board would constitute such a material adverse change); or (B) a material adverse change in the position to whom Foley reports (including any requirement that Foley report to a corporate officer or employee instead of reporting directly to the Board) or to Foley’s service relationship (or the conditions under which Foley performs his duties) as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom Foley reports;
|
(iv)
|
a material breach by the Company of any of its obligations under this Agreement; or
|
(v)
|
election of a new director to the Company’s Board who Foley did not consent to or vote for.
|
(c)
|
Cross-Termination
. A termination of Foley’s services by BKFS I Management, Inc. or Foley for any reason under that certain Amended and Restated Employment Agreement between BKFS I Management, Inc. and Foley (as may be amended from time to time) shall constitute a termination for the same reason under this Agreement and Foley shall be entitled to the appropriate termination benefits under this Agreement.
|
(a)
|
Termination by Foley for Good Reason, Not Re-Elected to the Board or Removed from the Board
. If Foley’s service as a director is terminated: (1) by the Company for any reason other than Cause, Death or Disability; (2) by Foley for Good Reason; or (3) because Foley is not nominated to run for re-election to the Board as Chairman, is nominated, but does not receive enough votes to be re-elected to the Board, or is removed from the position of Chairman of the Board for reasons other than Cause:
|
(i)
|
the Company shall pay Foley the following (collectively, the “Accrued Obligations”): (A) within five (5) business days after the Date of Termination, any earned but unpaid retainer; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to Foley for expenses incurred prior to the Date of Termination; and (C) if the termination occurs on or before March 15, 2016, no later than March 15, 2016, any earned but unpaid annual bonus payments relating to calendar year 2015; and
|
(ii)
|
all stock option, restricted stock, profits interest and other equity-based incentive awards granted by the Company (including awards relating both to FNF and FNFV Group common stock), Black Knight , and ServiceLink that were outstanding but not vested as of the Date of Termination shall become immediately vested and/or payable, as the case may be, unless the equity incentive awards are based upon satisfaction of performance criteria (not based solely on the passage of time), in which case they will only vest pursuant to their express terms, provided, however, that any such equity awards that are vested pursuant to this provision and that constitute a non-qualified deferred compensation arrangement within the meaning of Code Section 409A shall be paid or settled on the earliest date coinciding with or following the Date of Termination that does not result in a violation of or penalties under Section 409A.
|
(b)
|
Termination by the Company for Cause and by Foley without Good Reason
. If Foley’s services are terminated (i) by the Company for Cause or (ii) by Foley without Good Reason, the Company’s only obligation under this Agreement shall be payment of any Accrued Obligations.
|
(c)
|
Termination due to Death or Disability
. If Foley’s services are terminated due to death or Disability, the Company shall pay Foley (or to Foley’s estate or personal representative in the case of death), within thirty (30) business days after the Date of Termination, any Accrued Obligations.
|
(d)
|
Definition of Change in Control
. For purposes of this Agreement, the term “Change in Control” shall mean that the conditions set forth in any one of the following subsections shall have been satisfied:
|
(i)
|
the acquisition, directly or indirectly, by any “person” (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and used in Sections 13(d) and 14(d) thereof) of “beneficial ownership” (within the meaning of Rule 13d-3 of the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;
|
(ii)
|
a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;
|
(iii)
|
a reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger;
|
(iv)
|
during any period of two (2) consecutive years during the Term or any extensions thereof, individuals, who, at the beginning of such period, constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period;
|
(v)
|
the sale, transfer or other disposition (in one transaction or a series of related transactions) of assets of the Company that have a total fair market value equal to or more than one-third of the total fair market value of all of the assets of the Company immediately prior to such sale, transfer or other disposition, other than a sale, transfer or other disposition to an entity (A) which immediately following such sale, transfer or other disposition owns, directly or indirectly, at least fifty percent (50%) of the Company’s outstanding voting securities or (B) fifty percent (50%) or more of whose outstanding voting securities is immediately following such sale, transfer or other disposition owned, directly or indirectly, by the Company. For purposes of the foregoing clause, the sale of stock of a subsidiary of the Company (or the assets of such subsidiary) shall be treated as a sale of assets of the Company; or
|
(vi)
|
the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company.
|
(e)
|
Six-Month Delay
. To the extent Foley is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six (6) month period after separation from service, will be made during such six (6) month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six (6) month period, provided, however, that if Foley dies following the Date of Termination and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Code Section 409A, such payments, distributions or benefits shall be paid or provided to the personal representative of Foley’s estate within 30 days after the date of Foley’s death.
|
(a)
|
During Term
. Foley agrees that, during the Term, he will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any business that is a direct competitor with the Company’s or its affiliates’ principal business, nor solicit customers, suppliers or employees of the Company or its affiliates on behalf of, or in any other manner work for or assist any business which is a direct competitor with the Company’s or its affiliates’ principal business. In addition, during the Term, Foley will undertake no planning for or organization of any business activity competitive with the work he performs as a director of the Company, and Foley will not combine or conspire with any employee of the Company or any other person for the purpose of organizing any such competitive business activity.
|
(b)
|
After Term
. The parties acknowledge that Foley will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of his services. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by Foley in that business after the Term would severely injure the Company and its affiliates. Accordingly, for a period of one (1) year after Foley’s services terminates for any reason whatsoever, except as otherwise stated herein below, Foley agrees: (i) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; and (ii), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate.
|
(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 this Section 12: (i) Fidelity National Information Services, Inc., Black Knight, ServiceLink, or their respective affiliates or successors; or (ii) the Company, its affiliates or their successors.
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By:
Its: Executive Vice President, General Counsel and Corporate Secretary
|
|
WILLIAM P. FOLEY, II
|
1.
|
member of the Board as Chairman;
|
2.
|
monitoring and approving the Company’s strategic and financial plans and initiatives, budget and long-range planning, strategies, objectives and initiatives, including mergers, acquisitions and business development;
|
3.
|
presiding over meetings of the Board and the shareholders as Chairman of the Board;
|
4.
|
planning the contents and agenda of such meetings with the assistance of applicable management;
|
5.
|
monitoring and approving the Company’s communications with its shareholders; and
|
6.
|
participating in earnings call, and, as appropriate, in customer relations and public relations.
|
Name of Grantee:
|
|
Number of Shares of Restricted Stock Granted:
|
|
Effective Date of Grant:
|
February 3, 2016
|
Vesting and Period of Restriction:
|
Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one-third of the shares on each anniversary of the Effective Date of Grant and satisfaction of the Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.
|
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 Grantee:
|
|
Number of Shares of Restricted Stock Granted:
|
|
Effective Date of Grant:
|
February 3, 2016
|
Vesting and Period of Restriction:
|
Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one-fourth of the shares on each anniversary of the Effective Date of Grant and satisfaction of the Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.
|
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
|
25%
|
Second (2
nd
) anniversary of the Effective Date of Grant
|
25%
|
Third (3
rd
) anniversary of the Effective Date of Grant
|
25%
|
Fourth (4
th
) anniversary of the Effective Date of Grant
|
25%
|
|
|
|
COMPANY
|
|
INCORPORATION
|
FNTG Holdings, LLC
|
|
Delaware
|
Chicago Title Insurance Company
|
|
Nebraska
|
Fidelity National Title Group, Inc.
|
|
Delaware
|
Fidelity National Title Insurance Company
|
|
California
|
Black Knight Financial Services, LLC
|
|
Delaware
|
Black Knight Holdings, Inc.
|
|
Delaware
|
Black Knight Technology Solutions, LLC
|
|
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/ Raymond R. Quirk
|
|
|
|
|
Raymond R. Quirk
|
|
|
|
|
Chief Executive Officer
|
|
|
|
a)
|
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
b)
|
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
c)
|
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
d)
|
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
a)
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
b)
|
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
By:
|
/s/ Anthony J. Park
|
|
|
|
|
Anthony J. Park
|
|
|
|
|
Chief Financial Officer
|
|
|
1.
|
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
2.
|
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.
|
|
|
|
|
|
By:
|
/s/ Raymond R. Quirk
|
|
||
|
Raymond R. Quirk
|
|
||
|
Chief Executive Officer
|
|
1.
|
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
|
|
|
2.
|
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
By:
|
/s/ Anthony J. Park
|
|
||
|
Anthony J. Park
|
|
||
|
Chief Financial Officer
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|||||
Investments:
|
|
|
|
|
|||
Fixed maturities available for sale, at fair value, at December 31, 2015 and 2014, includes pledged fixed maturities of $342 and $353, respectively, related to secured trust deposits
|
$
|
2,558
|
|
|
$
|
3,025
|
|
Preferred stock available for sale, at fair value
|
289
|
|
|
223
|
|
||
Equity securities available for sale, at fair value
|
309
|
|
|
145
|
|
||
Investments in unconsolidated affiliates
|
125
|
|
|
16
|
|
||
Other long-term investments
|
78
|
|
|
120
|
|
||
Short-term investments, includes pledged short term investments of $266 and $146 at December 31, 2015 and 2014, respectively, related to secured trust deposits
|
790
|
|
|
170
|
|
||
Total investments
|
4,149
|
|
|
3,699
|
|
||
Cash and cash equivalents, at December 31, 2015 and 2014, includes pledged cash of $108 and $136, respectively, related to secured trust deposits
|
749
|
|
|
661
|
|
||
Trade and notes receivables, net of allowance of $31 and $32 at December 31, 2015 and December 31, 2014, respectively
|
453
|
|
|
464
|
|
||
Due from affiliates
|
10
|
|
|
—
|
|
||
Income taxes receivable
|
—
|
|
|
60
|
|
||
Goodwill
|
4,572
|
|
|
4,515
|
|
||
Prepaid expenses and other assets
|
551
|
|
|
408
|
|
||
Capitalized software, net
|
543
|
|
|
557
|
|
||
Other intangible assets, net
|
802
|
|
|
915
|
|
||
Title plant
|
395
|
|
|
393
|
|
||
Property and equipment, net
|
278
|
|
|
254
|
|
||
Total assets
|
$
|
12,502
|
|
|
$
|
11,926
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|||||
Liabilities:
|
|
|
|
|
|||
Accounts payable and other accrued liabilities
|
$
|
878
|
|
|
$
|
918
|
|
Income taxes payable
|
38
|
|
|
—
|
|
||
Deferred revenue
|
191
|
|
|
136
|
|
||
Reserve for title claim losses
|
1,583
|
|
|
1,621
|
|
||
Secured trust deposits
|
701
|
|
|
622
|
|
||
Notes payable
|
2,593
|
|
|
2,683
|
|
||
Due to affiliates
|
—
|
|
|
1
|
|
||
Deferred tax liability
|
669
|
|
|
673
|
|
||
Total liabilities
|
6,653
|
|
|
6,654
|
|
||
Commitments and Contingencies:
|
|
|
|
||||
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC as of December 31, 2015 and 33% minority holder of Black Knight Financial Services, LLC and 35% minority holder of ServiceLink Holdings, LLC as of December 31, 2014
|
344
|
|
|
715
|
|
||
Equity:
|
|
|
|
|
|||
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of December 31, 2015 and 2014; outstanding of 275,781,160 and 279,443,239 as of December 31, 2015 and 2014, respectively; and issued of 282,394,970 and 279,824,125 as of December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
3,639
|
|
|
3,514
|
|
||
Retained earnings
|
1,377
|
|
|
1,060
|
|
||
Accumulated other comprehensive earnings
|
7
|
|
|
53
|
|
||
Less: treasury stock, 6,613,810 and 375,662 shares as of December 31, 2015 and December 31, 2014, respectively
|
(238
|
)
|
|
(12
|
)
|
||
Total Fidelity National Financial Group shareholders’ equity
|
4,785
|
|
|
4,615
|
|
||
Noncontrolling interests
|
720
|
|
|
(58
|
)
|
||
Total equity
|
5,505
|
|
|
4,557
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
12,502
|
|
|
$
|
11,926
|
|
|
Year Ended December 31,
|
||||||
|
|||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Revenues:
|
|
|
|
||||
Direct title insurance premiums
|
$
|
2,009
|
|
|
$
|
1,727
|
|
Agency title insurance premiums
|
2,277
|
|
|
1,944
|
|
||
Escrow, title related and other fees
|
3,121
|
|
|
2,694
|
|
||
Interest and investment income
|
121
|
|
|
121
|
|
||
Realized gains and losses, net
|
6
|
|
|
4
|
|
||
Total revenues
|
7,534
|
|
|
6,490
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
2,514
|
|
|
2,370
|
|
||
Agent commissions
|
1,731
|
|
|
1,471
|
|
||
Other operating expenses
|
1,714
|
|
|
1,557
|
|
||
Depreciation and amortization
|
345
|
|
|
336
|
|
||
Claim loss expense
|
246
|
|
|
228
|
|
||
Interest expense
|
122
|
|
|
122
|
|
||
Total expenses
|
6,672
|
|
|
6,084
|
|
||
Earnings from continuing operations before income taxes and equity in losses of unconsolidated affiliates
|
862
|
|
|
406
|
|
||
Income tax expense
|
310
|
|
|
162
|
|
||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates
|
552
|
|
|
244
|
|
||
Equity in earnings of unconsolidated affiliates
|
6
|
|
|
4
|
|
||
Net earnings from continuing operations
|
558
|
|
|
248
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(1
|
)
|
||
Net earnings
|
558
|
|
|
247
|
|
||
Less: Net earnings (loss) attributable to non-controlling interests
|
18
|
|
|
(68
|
)
|
||
Net earnings attributable to FNF Group common shareholders
|
$
|
540
|
|
|
$
|
315
|
|
|
|
|
|
||||
Earnings Per Share
|
|
|
|
||||
Basic
|
|
|
|
||||
Net earnings per share attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
0.37
|
|
Net earnings per share attributable to FNF Group common shareholders
|
$
|
1.95
|
|
|
$
|
0.77
|
|
Diluted
|
|
|
|
||||
Net earnings per share attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
0.37
|
|
Net earnings per share attributable to FNF Group common shareholders
|
$
|
1.89
|
|
|
$
|
0.75
|
|
Weighted average shares outstanding Old FNF common stock, basic basis (1)
|
—
|
|
|
138
|
|
||
Weighted average shares outstanding Old FNF common stock, diluted basis (1)
|
—
|
|
|
142
|
|
||
Weighted average shares outstanding FNF Group common stock, basic basis
|
277
|
|
|
138
|
|
||
Weighted average shares outstanding FNF Group common stock, diluted basis
|
286
|
|
|
142
|
|
(1)
|
The recapitalization of our stock took place on July 1, 2014. Accordingly, the outstanding shares of Old FNF common stock are presented and used to calculate earnings per share for the first six months of the twelve months ended December 31, 2014.
|
|
Year Ended December 31,
|
||||||
|
|||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
558
|
|
|
$
|
247
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
345
|
|
|
336
|
|
||
Equity in earnings of unconsolidated affiliates
|
(6
|
)
|
|
(4
|
)
|
||
Gain on sales of investments and other assets, net
|
(6
|
)
|
|
(4
|
)
|
||
Stock-based compensation cost
|
47
|
|
|
39
|
|
||
Tax benefit associated with the exercise of stock options
|
(21
|
)
|
|
(16
|
)
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net increase in pledged cash, pledged investments, and secured trust deposits
|
(2
|
)
|
|
—
|
|
||
Net decrease (increase) in trade receivables
|
8
|
|
|
(35
|
)
|
||
Net (increase) decrease in prepaid expenses and other assets
|
(107
|
)
|
|
24
|
|
||
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other
|
9
|
|
|
(130
|
)
|
||
Net decrease in reserve for title claim losses
|
(38
|
)
|
|
(67
|
)
|
||
Net change in amount due to affiliates
|
(10
|
)
|
|
(13
|
)
|
||
Net change in income taxes
|
111
|
|
|
98
|
|
||
Net cash provided by operating activities
|
888
|
|
|
475
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities available for sale
|
775
|
|
|
778
|
|
||
Proceeds from calls and maturities of investment securities available for sale
|
383
|
|
|
458
|
|
||
Proceeds from sale of other assets
|
10
|
|
|
4
|
|
||
Additions to property and equipment and capitalized software
|
(179
|
)
|
|
(124
|
)
|
||
Purchases of investment securities available for sale
|
(1,073
|
)
|
|
(1,032
|
)
|
||
Net purchases of short-term investment securities
|
(486
|
)
|
|
(161
|
)
|
||
Purchases of other long-term investments
|
(26
|
)
|
|
(34
|
)
|
||
Contributions to investments in unconsolidated affiliates
|
(92
|
)
|
|
—
|
|
||
Distributions from investments in unconsolidated affiliates
|
44
|
|
|
7
|
|
||
Net other investing activities
|
(6
|
)
|
|
(17
|
)
|
||
Acquisition of Lender Processing Services, Inc., net of cash acquired
|
—
|
|
|
(2,254
|
)
|
||
Acquisition of BPG Holdings, LLC, net of cash acquired
|
(43
|
)
|
|
—
|
|
||
Other acquisitions/disposals of businesses, net of cash acquired
|
(44
|
)
|
|
(41
|
)
|
||
Net cash used in investing activities
|
(737
|
)
|
|
(2,416
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
1,229
|
|
|
1,504
|
|
||
Debt service payments
|
(1,328
|
)
|
|
(875
|
)
|
||
Additional investment in non-controlling interest
|
—
|
|
|
(1
|
)
|
||
Additional investment in consolidated subsidiary
|
(6
|
)
|
|
—
|
|
||
Proceeds from sale of 35% of Black Knight Financial Services, LLC and ServiceLink, LLC to minority interest holder
|
—
|
|
|
687
|
|
||
Proceeds from BKFS IPO
|
475
|
|
|
—
|
|
||
Dividends paid
|
(220
|
)
|
|
(201
|
)
|
||
Subsidiary dividends paid to non-controlling interest shareholders
|
(6
|
)
|
|
(10
|
)
|
||
Exercise of stock options
|
25
|
|
|
40
|
|
||
Equity and debt issuance costs
|
—
|
|
|
(1
|
)
|
||
Tax benefit associated with the exercise of stock options
|
21
|
|
|
16
|
|
||
Distributions by BKFS to member
|
(17
|
)
|
|
—
|
|
||
Purchases of treasury stock
|
(208
|
)
|
|
—
|
|
||
Contributions to subsidiaries
|
—
|
|
|
(168
|
)
|
||
Net cash (used in) provided by financing activities
|
(35
|
)
|
|
991
|
|
||
Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
116
|
|
|
(950
|
)
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period
|
525
|
|
|
1,475
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period
|
$
|
641
|
|
|
$
|
525
|
|
•
|
Restaurant Group.
This segment consists of the operations of ABRH, in which we have a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Legendary Baking concepts. The segment also includes the results of J. Alexander's, Inc. ("J. Alexander's") through September 28, 2015, the date it was distributed to FNFV shareholders. See the Recent Developments section below for further discussion of the distribution of J. Alexander's. On January 25, 2016, substantially all of the assets of the Max & Erma's restaurant concept were sold pursuant to an Asset Purchase Agreement.
|
•
|
FNFV Corporate and Other.
This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including Digital Insurance in which we own
96%
, and other smaller operations which are not title related.
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|||||
Investments:
|
|
|
|
|
|||
Equity securities available for sale, at fair value
|
$
|
36
|
|
|
$
|
—
|
|
Investments in unconsolidated affiliates
|
396
|
|
|
755
|
|
||
Other long-term investments
|
27
|
|
|
51
|
|
||
Short-term investments
|
244
|
|
|
164
|
|
||
Total investments
|
703
|
|
|
970
|
|
||
Cash and cash equivalents
|
31
|
|
|
39
|
|
||
Trade and notes receivables, net of allowance
|
43
|
|
|
40
|
|
||
Due from affiliates
|
—
|
|
|
1
|
|
||
Goodwill
|
188
|
|
|
206
|
|
||
Prepaid expenses and other assets
|
64
|
|
|
75
|
|
||
Capitalized software, net
|
11
|
|
|
13
|
|
||
Other intangible assets, net
|
166
|
|
|
195
|
|
||
Property and equipment, net
|
233
|
|
|
380
|
|
||
Deferred tax asset
|
75
|
|
|
—
|
|
||
Total assets
|
$
|
1,514
|
|
|
$
|
1,919
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|||||
Liabilities:
|
|
|
|
|
|||
Accounts payable and other accrued liabilities
|
$
|
191
|
|
|
$
|
226
|
|
Income taxes payable
|
6
|
|
|
1
|
|
||
Deferred revenue
|
24
|
|
|
27
|
|
||
Notes payable
|
200
|
|
|
121
|
|
||
Due to affiliates
|
10
|
|
|
—
|
|
||
Deferred tax liability
|
—
|
|
|
29
|
|
||
Total liabilities
|
431
|
|
|
404
|
|
||
Equity:
|
|
|
|
|
|||
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of December 31, 2015 and 2014; outstanding of 72,217,882 and 92,828,470 as of December 31, 2015 and 2014, respectively; and issued of 80,581,466 and 92,946,545 as of December 31, 2015 and 2014, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,156
|
|
|
1,341
|
|
||
Retained (deficit) earnings
|
(3
|
)
|
|
90
|
|
||
Accumulated other comprehensive loss
|
(76
|
)
|
|
(51
|
)
|
||
Less: treasury stock, 8,363,584 and 118,075 shares as of December 31, 2015 and December 31, 2014, respectively
|
(108
|
)
|
|
(2
|
)
|
||
Total Fidelity National Financial Ventures shareholders’ equity
|
969
|
|
|
1,378
|
|
||
Noncontrolling interests
|
114
|
|
|
137
|
|
||
Total equity
|
1,083
|
|
|
1,515
|
|
||
Total liabilities and equity
|
$
|
1,514
|
|
|
$
|
1,919
|
|
|
Year Ended December 31,
|
||||||
|
|||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Revenues:
|
|
||||||
Operating revenue
|
$
|
1,615
|
|
|
$
|
1,546
|
|
Interest and investment income
|
2
|
|
|
5
|
|
||
Realized gains and losses, net
|
(19
|
)
|
|
(17
|
)
|
||
Total revenues
|
1,598
|
|
|
1,534
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
157
|
|
|
170
|
|
||
Other operating expenses
|
167
|
|
|
86
|
|
||
Cost of restaurant revenue
|
1,195
|
|
|
1,220
|
|
||
Depreciation and amortization
|
65
|
|
|
67
|
|
||
Interest expense
|
9
|
|
|
5
|
|
||
Total expenses
|
1,593
|
|
|
1,548
|
|
||
Earnings (loss) from continuing operations before income taxes and equity in losses of unconsolidated affiliates
|
5
|
|
|
(14
|
)
|
||
Income tax (benefit) expense
|
(20
|
)
|
|
150
|
|
||
Earnings (loss) from continuing operations before equity in (losses) earnings of unconsolidated affiliates
|
25
|
|
|
(164
|
)
|
||
Equity in (losses) earnings of unconsolidated affiliates
|
(22
|
)
|
|
428
|
|
||
Net earnings from continuing operations
|
3
|
|
|
264
|
|
||
Net earnings from discontinued operations, net of tax
|
—
|
|
|
8
|
|
||
Net earnings
|
3
|
|
|
272
|
|
||
Less: Net earnings attributable to non-controlling interests
|
16
|
|
|
4
|
|
||
Net (loss) earnings attributable to FNFV Group common shareholders
|
$
|
(13
|
)
|
|
$
|
268
|
|
Earnings Per Share
|
|
|
|
||||
Basic
|
|
|
|
||||
Net loss per share from continuing operations attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
Net earnings per share from discontinued operations attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
0.05
|
|
Net earnings (loss) per share attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
||||
Net (loss) earnings per share from continuing operations attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.08
|
|
Net loss per share from discontinued operations attributable to FNFV Group common shareholders
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Net (loss) earnings per share from continuing operations attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.04
|
|
Diluted
|
|
|
|
||||
Net loss per share from continuing operations attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
Net earnings per share from discontinued operations attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
0.05
|
|
Net earnings (loss) per share attributable to Old FNF common shareholders
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Net (loss) earnings per share from continuing operations attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.05
|
|
Net earnings (loss) per share from discontinued operations attributable to FNFV Group common shareholders
|
$
|
—
|
|
|
$
|
(0.04
|
)
|
Net loss per share attributable to FNFV Group common shareholders
|
$
|
(0.16
|
)
|
|
$
|
3.01
|
|
Weighted average shares outstanding Old FNF common stock, basic basis (1)
|
—
|
|
|
138
|
|
||
Weighted average shares outstanding Old FNF common stock, diluted basis (1)
|
—
|
|
|
142
|
|
||
Weighted average shares outstanding FNFV Group common stock, basic basis
|
79
|
|
|
46
|
|
||
Weighted average shares outstanding FNFV Group common stock, diluted basis
|
82
|
|
|
47
|
|
(1)
|
The recapitalization of our stock took place on July 1, 2014. Accordingly, the outstanding shares of Old FNF common stock are presented and used to calculate earnings per share for the first six months of the twelve months ended December 31, 2014.
|
|
Year Ended December 31,
|
||||||
|
|||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
3
|
|
|
$
|
272
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
65
|
|
|
137
|
|
||
Equity in losses (earnings) of unconsolidated affiliates
|
22
|
|
|
(428
|
)
|
||
Loss on sales of investments and other assets, net
|
18
|
|
|
17
|
|
||
Gain on sale of Cascade Timberlands
|
(12
|
)
|
|
—
|
|
||
Stock-based compensation cost
|
9
|
|
|
11
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net (increase) decrease in trade receivables
|
(2
|
)
|
|
13
|
|
||
Net decrease (increase) in prepaid expenses and other assets
|
13
|
|
|
(54
|
)
|
||
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other
|
(23
|
)
|
|
3
|
|
||
Net change in amount due to affiliates
|
10
|
|
|
23
|
|
||
Net change in income taxes
|
(74
|
)
|
|
99
|
|
||
Net cash provided by operating activities
|
29
|
|
|
93
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of cost method and other investments
|
6
|
|
|
1
|
|
||
Additions to property and equipment and capitalized software
|
(61
|
)
|
|
(86
|
)
|
||
Purchases of investment securities available for sale
|
(29
|
)
|
|
(164
|
)
|
||
Contributions to investments in unconsolidated affiliates
|
(5
|
)
|
|
—
|
|
||
Net purchases of short-term investment securities
|
(80
|
)
|
|
—
|
|
||
Net purchases of other long-term investments
|
—
|
|
|
(37
|
)
|
||
Distributions from investments in unconsolidated affiliates
|
309
|
|
|
43
|
|
||
Net other investing activities
|
(6
|
)
|
|
7
|
|
||
Acquisition of USA Industries, Inc., net of cash acquired
|
—
|
|
|
(40
|
)
|
||
Proceeds from sale of Cascade Timberlands
|
56
|
|
|
—
|
|
||
Other acquisitions/disposals of businesses, net of cash acquired
|
(24
|
)
|
|
(28
|
)
|
||
Net cash provided by (used in) investing activities
|
166
|
|
|
(304
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
132
|
|
|
261
|
|
||
Debt service payments
|
(31
|
)
|
|
(202
|
)
|
||
Cash transferred in Remy spin-off
|
—
|
|
|
(86
|
)
|
||
Cash transferred in J. Alexander's spin-off
|
(13
|
)
|
|
—
|
|
||
Subsidiary dividends paid to non-controlling interest shareholders
|
—
|
|
|
(39
|
)
|
||
Equity and debt issuance costs
|
(1
|
)
|
|
(4
|
)
|
||
Purchases of treasury stock
|
(289
|
)
|
|
(2
|
)
|
||
Dilution loss on equity method investments
|
(1
|
)
|
|
—
|
|
||
Contributions from Parent
|
—
|
|
|
167
|
|
||
Net cash (used in) provided by financing activities
|
(203
|
)
|
|
95
|
|
||
Net decrease in cash and cash equivalents
|
(8
|
)
|
|
(116
|
)
|
||
Cash and cash equivalents at beginning of period
|
39
|
|
|
155
|
|
||
Cash and cash equivalents at end of period
|
$
|
31
|
|
|
$
|
39
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
|
||||
Majority Owned Subsidiaries consolidated into the results of FNFV:
|
|
|
|
||||
American Blue Ribbon Holdings, LLC
|
$
|
169
|
|
|
$
|
159
|
|
J. Alexander's, LLC
|
—
|
|
|
100
|
|
||
Digital Insurance, LLC
|
73
|
|
|
149
|
|
||
Minority Owned Subsidiaries or other ventures:
|
|
|
|
||||
Ceridian (32% minority equity interest)
|
363
|
|
|
632
|
|
||
Cascade Timberlands
|
—
|
|
|
63
|
|
||
Del Frisco's Restaurant Group
|
34
|
|
|
—
|
|
||
Holding Company cash and short term investments
|
245
|
|
|
164
|
|
||
Other ventures
|
85
|
|
|
111
|
|
||
Total FNFV Book Value
|
$
|
969
|
|
|
$
|
1,378
|
|