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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-1725106
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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601 Riverside Avenue, Jacksonville, Florida
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32204
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Condensed Consolidated Financial Statements
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June 30,
2016 |
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December 31,
2015 |
||||
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(Unaudited)
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|
||||
ASSETS
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|||||||
Investments:
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|
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|
||||
Fixed maturity securities available for sale, at fair value, at June 30, 2016 and December 31, 2015 includes pledged fixed maturity securities of $336 and $342, respectively, related to secured trust deposits
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$
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2,550
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$
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2,558
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Preferred stock available for sale, at fair value
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304
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289
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|
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Equity securities available for sale, at fair value
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429
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|
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345
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|
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Investments in unconsolidated affiliates
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635
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|
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521
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|
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Other long-term investments
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103
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|
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106
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|
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Short-term investments, at June 30, 2016 and December 31, 2015 includes short-term investments of $258 and $266, respectively, related to secured trust deposits
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675
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|
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1,034
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Total investments
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4,696
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|
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4,853
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Cash and cash equivalents, at June 30, 2016 and December 31, 2015 includes $520 and $108, respectively, of pledged cash related to secured trust deposits
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1,134
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780
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Trade and notes receivables, net of allowance of $21 and $32, at June 30, 2016 and December 31, 2015, respectively
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533
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496
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|
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Goodwill
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4,863
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4,760
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|
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Prepaid expenses and other assets
|
667
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|
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615
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|
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Capitalized software, net
|
565
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553
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|
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Other intangible assets, net
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978
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969
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Title plants
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395
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395
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Property and equipment, net
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607
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510
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Total assets
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$
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14,438
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$
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13,931
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LIABILITIES AND EQUITY
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|||||||
Liabilities:
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Accounts payable and accrued liabilities
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$
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1,258
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$
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1,283
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Notes payable
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2,785
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2,793
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Reserve for title claim losses
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1,590
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1,583
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Secured trust deposits
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1,102
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701
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Income taxes payable
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91
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|
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45
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|
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Deferred tax liability
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599
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594
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|
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Total liabilities
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7,425
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6,999
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|
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Commitments and Contingencies:
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|
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||||
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC
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344
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344
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|
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Equity:
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FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 272,703,257 and 275,781,160 as of June 30, 2016 and December 31, 2015, respectively, and issued of 283,681,067 and 282,394,970 as of June 30, 2016 and December 31, 2015, respectively
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—
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—
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FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 67,241,506 and 72,217,882 as of June 30, 2016 and December 31, 2015, respectively, and issued of 80,581,608 and 80,581,466 as of June 30, 2016 and December 31, 2015, respectively
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—
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—
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Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none
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—
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—
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Additional paid-in capital
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4,826
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4,795
|
|
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Retained earnings
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1,530
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1,374
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|
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Accumulated other comprehensive loss
|
(1
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)
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(69
|
)
|
||
Less: treasury stock, 24,317,912 shares as of June 30, 2016 and 14,977,394 shares as of December 31, 2015, at cost
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(546
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)
|
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(346
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)
|
||
Total Fidelity National Financial, Inc. shareholders’ equity
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5,809
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5,754
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Non-controlling interests
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860
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834
|
|
||
Total equity
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6,669
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6,588
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|
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Total liabilities, redeemable non-controlling interest and equity
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$
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14,438
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$
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13,931
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Three months ended June 30,
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Six months ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(Unaudited)
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(Unaudited)
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||||||||||||
Revenues:
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Direct title insurance premiums
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$
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540
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$
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547
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$
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962
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$
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964
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Agency title insurance premiums
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691
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597
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1,221
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1,038
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Escrow, title-related and other fees
|
907
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857
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1,686
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1,665
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||||
Restaurant revenue
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292
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371
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585
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|
|
735
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||||
Interest and investment income
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37
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32
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|
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67
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|
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63
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|
||||
Realized gains and losses, net
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15
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(9
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)
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9
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(9
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)
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||||
Total revenues
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2,482
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2,395
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4,530
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4,456
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|
||||
Expenses:
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|
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||||||||
Personnel costs
|
707
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|
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690
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1,359
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1,313
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|
||||
Agent commissions
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526
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|
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451
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|
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928
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|
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784
|
|
||||
Other operating expenses
|
493
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|
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482
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925
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948
|
|
||||
Cost of restaurant revenue
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245
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313
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|
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490
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|
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619
|
|
||||
Depreciation and amortization
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102
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|
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104
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|
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202
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|
|
204
|
|
||||
Provision for title claim losses
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68
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|
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69
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|
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120
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|
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120
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|
||||
Interest expense
|
33
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|
|
32
|
|
|
67
|
|
|
63
|
|
||||
Total expenses
|
2,174
|
|
|
2,141
|
|
|
4,091
|
|
|
4,051
|
|
||||
Earnings from continuing operations before income taxes and equity in (losses) earnings of unconsolidated affiliates
|
308
|
|
|
254
|
|
|
439
|
|
|
405
|
|
||||
Income tax expense
|
101
|
|
|
88
|
|
|
150
|
|
|
138
|
|
||||
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates
|
207
|
|
|
166
|
|
|
289
|
|
|
267
|
|
||||
Equity in (losses) earnings of unconsolidated affiliates
|
(1
|
)
|
|
4
|
|
|
1
|
|
|
3
|
|
||||
Net earnings from continuing operations
|
206
|
|
|
170
|
|
|
290
|
|
|
270
|
|
||||
Less: Net earnings attributable to non-controlling interests
|
9
|
|
|
—
|
|
|
19
|
|
|
14
|
|
||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
197
|
|
|
$
|
170
|
|
|
$
|
271
|
|
|
$
|
256
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to Fidelity National Financial, Inc. common shareholders
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to FNF Group common shareholders
|
$
|
187
|
|
|
$
|
160
|
|
|
$
|
260
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to FNFV Group common shareholders
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
0.69
|
|
|
$
|
0.57
|
|
|
$
|
0.95
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNFV Group common shareholders
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
0.67
|
|
|
$
|
0.56
|
|
|
$
|
0.93
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNFV Group common shareholders
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNF Group common stock, basic basis
|
272
|
|
|
279
|
|
|
273
|
|
|
278
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNF Group common stock, diluted basis
|
281
|
|
|
287
|
|
|
281
|
|
|
287
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends paid per share FNF Group common stock
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
$
|
0.42
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNFV Group common stock, basic basis
|
67
|
|
|
78
|
|
|
69
|
|
|
84
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNFV Group common stock, diluted basis
|
70
|
|
|
80
|
|
|
71
|
|
|
86
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Net earnings
|
$
|
206
|
|
|
$
|
170
|
|
|
$
|
290
|
|
|
$
|
270
|
|
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
|
25
|
|
|
(19
|
)
|
|
46
|
|
|
(11
|
)
|
||||
Unrealized gain (loss) on investments in unconsolidated affiliates (2)
|
2
|
|
|
7
|
|
|
15
|
|
|
(5
|
)
|
||||
Unrealized gain (loss) on foreign currency translation (3)
|
1
|
|
|
(4
|
)
|
|
5
|
|
|
(7
|
)
|
||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other comprehensive earnings (loss)
|
30
|
|
|
(16
|
)
|
|
68
|
|
|
(23
|
)
|
||||
Comprehensive earnings
|
236
|
|
|
154
|
|
|
358
|
|
|
247
|
|
||||
Less: Comprehensive earnings attributable to non-controlling interests
|
9
|
|
|
—
|
|
|
19
|
|
|
14
|
|
||||
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
227
|
|
|
$
|
154
|
|
|
$
|
339
|
|
|
$
|
233
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings attributable to FNF Group common shareholders
|
$
|
219
|
|
|
$
|
137
|
|
|
$
|
318
|
|
|
$
|
228
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings attributable to FNFV Group common shareholders
|
$
|
8
|
|
|
$
|
17
|
|
|
$
|
21
|
|
|
$
|
5
|
|
(1)
|
Net of income tax expense (benefit) of $
16 million
and $
(11) million
for the
three
-month periods ended
June 30, 2016
and
2015
, respectively, and
$29 million
and
$(6) million
for the
six
-month periods ended
June 30, 2016
and
2015
, respectively.
|
(2)
|
Net of income tax expense (benefit) of $
1 million
and $
5 million
for the
three
-month periods ended
June 30, 2016
and
2015
, respectively, and
$9 million
and
$(3) million
for the
six
-month periods ended
June 30, 2016
and
2015
, respectively.
|
(3)
|
Net of income tax expense (benefit) of $
1 million
and $
(3) million
for the
three
-month periods ended
June 30, 2016
and
2015
, respectively, and
$3 million
and
$(5) million
for the
six
-month periods ended
June 30, 2016
and
2015
, respectively.
|
(4)
|
Net of income tax expense of
$1 million
for the three and
six
-month periods ended
June 30, 2016
.
|
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
FNF
|
|
FNFV
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Group
|
|
Group
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Redeemable
|
|||||||||||||||||||||||||||
|
|
Common
|
|
Common
|
|
Additional
|
|
|
|
Comprehensive
|
|
Treasury
|
|
Non-
|
|
|
|
Non-
|
|||||||||||||||||||||||||||
|
|
Stock
|
|
Stock
|
|
Paid-in
|
|
Retained
|
|
Earnings
|
|
Stock
|
|
controlling
|
|
Total
|
|
controlling
|
|||||||||||||||||||||||||||
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Capital
|
|
Earnings
|
|
(Loss)
|
|
Shares
|
|
$
|
|
Interests
|
|
Equity
|
|
Interests
|
|||||||||||||||||||||
Balance, December 31, 2015
|
|
282
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,795
|
|
|
$
|
1,374
|
|
|
$
|
(69
|
)
|
|
15
|
|
|
$
|
(346
|
)
|
|
$
|
834
|
|
|
$
|
6,588
|
|
|
$
|
344
|
|
Exercise of stock options
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|||||||||
Treasury stock repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
44
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
29
|
|
|
—
|
|
|||||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|||||||||
Acquisitions of non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|||||||||
Subsidiary dividends declared to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
290
|
|
|
—
|
|
|||||||||
Balance, June 30, 2016
|
|
284
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,826
|
|
|
$
|
1,530
|
|
|
$
|
(1
|
)
|
|
24
|
|
|
$
|
(546
|
)
|
|
$
|
860
|
|
|
$
|
6,669
|
|
|
$
|
344
|
|
|
For the six months ended June 30,
|
||||||
|
|||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
290
|
|
|
$
|
270
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
202
|
|
|
204
|
|
||
Equity in earnings of unconsolidated affiliates
|
(1
|
)
|
|
(3
|
)
|
||
Gain on sales of investments and other assets, net
|
(12
|
)
|
|
(9
|
)
|
||
Gain on sale of Cascade Timberlands
|
—
|
|
|
(12
|
)
|
||
Impairment of assets
|
3
|
|
|
—
|
|
||
Stock-based compensation cost
|
29
|
|
|
32
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net change in pledged cash, pledged investments, and secured trust deposits
|
3
|
|
|
(1
|
)
|
||
Net increase in trade receivables
|
(31
|
)
|
|
(65
|
)
|
||
Net increase in prepaid expenses and other assets
|
(43
|
)
|
|
(48
|
)
|
||
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
|
(81
|
)
|
|
(76
|
)
|
||
Net increase (decrease) in reserve for title claim losses
|
7
|
|
|
(9
|
)
|
||
Net change in income taxes
|
8
|
|
|
106
|
|
||
Net cash provided by operating activities
|
374
|
|
|
389
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities available for sale
|
165
|
|
|
405
|
|
||
Proceeds from calls and maturities of investment securities available for sale
|
214
|
|
|
159
|
|
||
Proceeds from sales of other assets
|
—
|
|
|
14
|
|
||
Proceeds from the sale of cost method and other investments
|
36
|
|
|
—
|
|
||
Additions to property and equipment and capitalized software
|
(180
|
)
|
|
(103
|
)
|
||
Purchases of investment securities available for sale
|
(387
|
)
|
|
(606
|
)
|
||
Net proceeds from (purchases of) short-term investment securities
|
351
|
|
|
(47
|
)
|
||
Purchases of other long-term investments
|
—
|
|
|
(21
|
)
|
||
Contributions to investments in unconsolidated affiliates
|
(130
|
)
|
|
(35
|
)
|
||
Distributions from unconsolidated affiliates
|
44
|
|
|
154
|
|
||
Net other investing activities
|
6
|
|
|
(7
|
)
|
||
Acquisition of eLynx Holdings, Inc., net of cash acquired
|
(115
|
)
|
|
—
|
|
||
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
|
(104
|
)
|
|
(32
|
)
|
||
Net cash used in investing activities
|
(100
|
)
|
|
(106
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
87
|
|
|
1,334
|
|
||
Debt service payments
|
(111
|
)
|
|
(1,309
|
)
|
||
Additional investment in non-controlling interest
|
—
|
|
|
(6
|
)
|
||
Proceeds from Black Knight IPO
|
—
|
|
|
475
|
|
||
Dividends paid
|
(115
|
)
|
|
(106
|
)
|
||
Subsidiary dividends paid to non-controlling interest shareholders
|
(3
|
)
|
|
(2
|
)
|
||
Exercise of stock options
|
12
|
|
|
14
|
|
||
Equity and debt issuance costs
|
—
|
|
|
(1
|
)
|
||
Distributions by Black Knight to member
|
—
|
|
|
(17
|
)
|
||
Payment of contingent consideration for prior period acquisitions
|
(1
|
)
|
|
—
|
|
||
Purchases of treasury stock
|
(201
|
)
|
|
(252
|
)
|
||
Net cash (used in) provided by financing activities
|
(332
|
)
|
|
130
|
|
||
Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
(58
|
)
|
|
413
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period
|
672
|
|
|
564
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period
|
$
|
614
|
|
|
$
|
977
|
|
Supplemental cash flow information:
|
|
|
|
||||
Income taxes paid, net
|
$
|
140
|
|
|
$
|
26
|
|
Interest paid
|
$
|
62
|
|
|
$
|
61
|
|
•
|
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 trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes our transaction services business, which includes 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 Group Corporate and Other.
This
segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other real estate and insurance-related operations.
|
•
|
Restaurant Group.
This segment consists of the operations of ABRH, in which we hold a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn, Bakers Square, and Legendary Baking restaurant and food service concepts. As of and for the six months ended June 30, 2015, this segment also included the results of J. Alexander's, Inc. ("J. Alexander's"), which was distributed to FNFV shareholders on September 28, 2015, and the Max & Erma's concept, which was sold pursuant to an Asset Purchase Agreement on January 25, 2016.
|
•
|
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.
|
Cash paid
|
$
|
96
|
|
Borrowings under revolving line of credit
|
25
|
|
|
Total cash paid
|
121
|
|
|
Less: Cash Acquired
|
(6
|
)
|
|
Total net consideration paid
|
$
|
115
|
|
|
Fair Value
|
||
Trade and notes receivable
|
$
|
4
|
|
Prepaid expenses and other assets
|
1
|
|
|
Property and equipment
|
1
|
|
|
Computer software
|
15
|
|
|
Other intangible assets
|
40
|
|
|
Goodwill
|
58
|
|
|
Total assets acquired
|
119
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
4
|
|
|
Total liabilities assumed
|
4
|
|
|
|
|
||
Net assets acquired
|
$
|
115
|
|
|
Gross Carrying Value
|
|
Weighted Average
Estimated Useful Life
(in years)
|
||
Computer software
|
$
|
15
|
|
|
5
|
Property and equipment
|
1
|
|
|
3
|
|
Other intangible assets:
|
|
|
|
||
Customer relationships
|
36
|
|
|
10
|
|
Trade name
|
4
|
|
|
10
|
|
Total Other intangible assets
|
40
|
|
|
|
|
Total
|
$
|
56
|
|
|
|
|
June 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
113
|
|
State and political subdivisions
|
—
|
|
|
684
|
|
|
—
|
|
|
684
|
|
||||
Corporate debt securities
|
—
|
|
|
1,574
|
|
|
—
|
|
|
1,574
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Foreign government bonds
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
||||
Preferred stock available for sale
|
34
|
|
|
270
|
|
|
—
|
|
|
304
|
|
||||
Equity securities available for sale
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||
Total assets
|
$
|
463
|
|
|
$
|
2,820
|
|
|
$
|
—
|
|
|
$
|
3,283
|
|
|
December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
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
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Foreign government bonds
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||
Preferred stock available for sale
|
42
|
|
|
247
|
|
|
—
|
|
|
289
|
|
||||
Equity securities available for sale
|
334
|
|
|
11
|
|
|
—
|
|
|
345
|
|
||||
Total assets
|
$
|
376
|
|
|
$
|
2,816
|
|
|
$
|
—
|
|
|
$
|
3,192
|
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
June 30, 2016
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
113
|
|
|
$
|
111
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
113
|
|
State and political subdivisions
|
684
|
|
|
664
|
|
|
20
|
|
|
—
|
|
|
684
|
|
|||||
Corporate debt securities
|
1,574
|
|
|
1,554
|
|
|
33
|
|
|
(13
|
)
|
|
1,574
|
|
|||||
Mortgage-backed/asset-backed securities
|
65
|
|
|
61
|
|
|
4
|
|
|
—
|
|
|
65
|
|
|||||
Foreign government bonds
|
114
|
|
|
119
|
|
|
—
|
|
|
(5
|
)
|
|
114
|
|
|||||
Preferred stock available for sale
|
304
|
|
|
302
|
|
|
8
|
|
|
(6
|
)
|
|
304
|
|
|||||
Equity securities available for sale
|
429
|
|
|
323
|
|
|
112
|
|
|
(6
|
)
|
|
429
|
|
|||||
Total
|
$
|
3,283
|
|
|
$
|
3,134
|
|
|
$
|
179
|
|
|
$
|
(30
|
)
|
|
$
|
3,283
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
117
|
|
|
$
|
115
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
117
|
|
State and political subdivisions
|
768
|
|
|
748
|
|
|
20
|
|
|
—
|
|
|
768
|
|
|||||
Corporate debt securities
|
1,495
|
|
|
1,509
|
|
|
14
|
|
|
(28
|
)
|
|
1,495
|
|
|||||
Mortgage-backed/asset-backed securities
|
71
|
|
|
68
|
|
|
3
|
|
|
—
|
|
|
71
|
|
|||||
Foreign government bonds
|
107
|
|
|
120
|
|
|
—
|
|
|
(13
|
)
|
|
107
|
|
|||||
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
|
|
|
|
June 30, 2016
|
||||||||||||
|
|
Amortized
|
|
% of
|
|
Fair
|
|
% of
|
||||||
Maturity
|
|
Cost
|
|
Total
|
|
Value
|
|
Total
|
||||||
|
|
(Dollars in millions)
|
||||||||||||
One year or less
|
|
$
|
442
|
|
|
18
|
%
|
|
$
|
442
|
|
|
17
|
%
|
After one year through five years
|
|
1,798
|
|
|
72
|
|
|
1,827
|
|
|
72
|
|
||
After five years through ten years
|
|
185
|
|
|
7
|
|
|
193
|
|
|
8
|
|
||
After ten years
|
|
23
|
|
|
1
|
|
|
23
|
|
|
1
|
|
||
Mortgage-backed/asset-backed securities
|
|
61
|
|
|
2
|
|
|
65
|
|
|
2
|
|
||
Total
|
|
$
|
2,509
|
|
|
100
|
%
|
|
$
|
2,550
|
|
|
100
|
%
|
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
Corporate debt securities
|
$
|
133
|
|
|
$
|
(3
|
)
|
|
$
|
36
|
|
|
$
|
(10
|
)
|
|
$
|
169
|
|
|
$
|
(13
|
)
|
Foreign government bonds
|
—
|
|
|
—
|
|
|
65
|
|
|
(5
|
)
|
|
65
|
|
|
(5
|
)
|
||||||
Preferred stock available for sale
|
74
|
|
|
(1
|
)
|
|
74
|
|
|
(5
|
)
|
|
148
|
|
|
(6
|
)
|
||||||
Equity securities available for sale
|
87
|
|
|
(4
|
)
|
|
22
|
|
|
(2
|
)
|
|
109
|
|
|
(6
|
)
|
||||||
Total temporarily impaired securities
|
$
|
294
|
|
|
$
|
(8
|
)
|
|
$
|
197
|
|
|
$
|
(22
|
)
|
|
$
|
491
|
|
|
$
|
(30
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
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
|
)
|
|
|
Three months ended June 30, 2016
|
|
Six months ended June 30, 2016
|
||||||||||||||||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||||||||||
|
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
191
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
349
|
|
Preferred stock available for sale
|
|
1
|
|
|
—
|
|
|
1
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
9
|
|
||||||||
Equity securities available for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||||
Investments in unconsolidated affiliates
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||||||||||
Other long-term investments
|
|
|
|
|
|
15
|
|
|
36
|
|
|
|
|
|
|
15
|
|
|
36
|
|
||||||||||||
Other assets
|
|
|
|
|
|
(2
|
)
|
|
—
|
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
||||||||||||
Total
|
|
|
|
|
|
$
|
15
|
|
|
$
|
236
|
|
|
|
|
|
|
$
|
9
|
|
|
$
|
394
|
|
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2015
|
|||||||||||||||||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
|||||||||||||||||
|
|
(In millions)
|
|
(In millions)
|
|||||||||||||||||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
524
|
|
|
Preferred stock available for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||||
Equity securities available for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
—
|
|
(2
|
)
|
|
(1
|
)
|
|
6
|
|
||||||||
Other long-term investments
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
14
|
|
|||||||||||||
Debt extinguishment costs
|
|
|
|
|
|
(9
|
)
|
|
—
|
|
|
|
|
|
|
(9
|
)
|
|
—
|
|
|||||||||||||
Total
|
|
|
|
|
|
$
|
(9
|
)
|
|
$
|
317
|
|
|
|
|
|
|
$
|
(9
|
)
|
|
$
|
582
|
|
|
Current Ownership
|
|
June 30, 2016
|
|
December 31, 2015
|
|||||
Ceridian
|
33
|
%
|
|
$
|
435
|
|
|
$
|
358
|
|
Other
|
Various
|
|
|
200
|
|
|
163
|
|
||
Total
|
|
|
$
|
635
|
|
|
$
|
521
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(In millions)
|
||||||
Total current assets before customer funds
|
$
|
501
|
|
|
$
|
489
|
|
Customer funds
|
4,703
|
|
|
4,333
|
|
||
Goodwill and other intangible assets, net
|
2,320
|
|
|
2,272
|
|
||
Other assets
|
91
|
|
|
92
|
|
||
Total assets
|
$
|
7,615
|
|
|
$
|
7,186
|
|
Current liabilities before customer obligations
|
$
|
187
|
|
|
$
|
267
|
|
Customer obligations
|
4,669
|
|
|
4,312
|
|
||
Long-term obligations, less current portion
|
1,140
|
|
|
1,143
|
|
||
Other long-term liabilities
|
312
|
|
|
322
|
|
||
Total liabilities
|
6,308
|
|
|
6,044
|
|
||
Equity
|
1,307
|
|
|
1,142
|
|
||
Total liabilities and equity
|
$
|
7,615
|
|
|
$
|
7,186
|
|
|
Three months ended June 30, 2016
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2016
|
|
Six months ended June 30, 2015
|
||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||
Total revenues
|
$
|
167
|
|
|
$
|
166
|
|
|
$
|
345
|
|
|
$
|
343
|
|
Loss before income taxes
|
(26
|
)
|
|
—
|
|
|
(40
|
)
|
|
(9
|
)
|
||||
Net (loss) earnings
|
(15
|
)
|
|
3
|
|
|
(25
|
)
|
|
(7
|
)
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
$
|
397
|
|
|
$
|
397
|
|
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
|
|
290
|
|
|
288
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
|
300
|
|
|
300
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800 at June 30, 2016, due July 2018 with interest payable monthly at LIBOR + 1.45%
|
|
(4
|
)
|
|
(5
|
)
|
||
Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023
|
|
402
|
|
|
402
|
|
||
Black Knight Term A Facility, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.50% at June 30, 2016)
|
|
752
|
|
|
771
|
|
||
Black Knight Term B Facility, due May 27, 2022 with interest currently payable quarterly at LIBOR + 3.00% (3.75% at June 30, 2016)
|
|
342
|
|
|
343
|
|
||
Black Knight Revolving Credit Facility, unused portion of $320, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.48% at June 30, 2016)
|
|
76
|
|
|
95
|
|
||
ABRH Term Loan, interest payable monthly at LIBOR + 2.50% (2.96% at June 30, 2016), due August 2019
|
|
95
|
|
|
100
|
|
||
Digital Insurance Revolving Credit Facility, unused portion of $51, due March 31, 2020 with interest payable monthly at LIBOR + 2.50% - 3.50% (3.70% at June 30, 2016)
|
|
108
|
|
|
99
|
|
||
ABRH Revolving Credit Facility, unused portion of $85, due August 2019 with interest payable monthly at LIBOR + 2.50%
|
|
—
|
|
|
—
|
|
||
Other
|
|
27
|
|
|
3
|
|
||
|
|
$
|
2,785
|
|
|
$
|
2,793
|
|
2016 (remaining)
|
$
|
102
|
|
2017
|
189
|
|
|
2018
|
157
|
|
|
2019
|
127
|
|
|
2020
|
95
|
|
|
Thereafter
|
260
|
|
|
Total future minimum operating lease payments
|
$
|
930
|
|
|
Title
|
|
Black Knight
|
|
FNF Group Corporate and Other
|
|
Total FNF Group
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
1,231
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,231
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,231
|
|
Other revenues
|
552
|
|
|
256
|
|
|
59
|
|
|
867
|
|
|
—
|
|
|
40
|
|
|
40
|
|
|
907
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
292
|
|
|
292
|
|
||||||||
Revenues from external customers
|
1,783
|
|
|
256
|
|
|
59
|
|
|
2,098
|
|
|
292
|
|
|
40
|
|
|
332
|
|
|
2,430
|
|
||||||||
Interest and investment income, including realized gains and losses
|
39
|
|
|
—
|
|
|
(3
|
)
|
|
36
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
52
|
|
||||||||
Total revenues
|
1,822
|
|
|
256
|
|
|
56
|
|
|
2,134
|
|
|
292
|
|
|
56
|
|
|
348
|
|
|
2,482
|
|
||||||||
Depreciation and amortization
|
36
|
|
|
49
|
|
|
2
|
|
|
87
|
|
|
10
|
|
|
5
|
|
|
15
|
|
|
102
|
|
||||||||
Interest expense
|
—
|
|
|
16
|
|
|
16
|
|
|
32
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
33
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
281
|
|
|
41
|
|
|
(33
|
)
|
|
289
|
|
|
6
|
|
|
13
|
|
|
19
|
|
|
308
|
|
||||||||
Income tax expense (benefit)
|
106
|
|
|
14
|
|
|
(22
|
)
|
|
98
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
101
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
175
|
|
|
27
|
|
|
(11
|
)
|
|
191
|
|
|
6
|
|
|
10
|
|
|
16
|
|
|
207
|
|
||||||||
Equity in earnings (losses) of unconsolidated affiliates
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||||||
Earnings (loss) from continuing operations
|
$
|
178
|
|
|
$
|
27
|
|
|
$
|
(11
|
)
|
|
$
|
194
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
12
|
|
|
$
|
206
|
|
Assets
|
$
|
8,963
|
|
|
$
|
3,665
|
|
|
$
|
404
|
|
|
$
|
13,032
|
|
|
$
|
487
|
|
|
$
|
919
|
|
|
$
|
1,406
|
|
|
$
|
14,438
|
|
Goodwill
|
2,323
|
|
|
2,301
|
|
|
45
|
|
|
4,669
|
|
|
101
|
|
|
93
|
|
|
194
|
|
|
4,863
|
|
|
Title
|
|
Black Knight
|
|
FNF Group Corporate and Other
|
|
Total FNF Group
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
1,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,144
|
|
Other revenues
|
535
|
|
|
232
|
|
|
60
|
|
|
827
|
|
|
—
|
|
|
30
|
|
|
30
|
|
|
857
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
|
371
|
|
||||||||
Revenues from external customers
|
1,679
|
|
|
232
|
|
|
60
|
|
|
1,971
|
|
|
371
|
|
|
30
|
|
|
401
|
|
|
2,372
|
|
||||||||
Interest and investment income, including realized gains and losses
|
32
|
|
|
(5
|
)
|
|
(3
|
)
|
|
24
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
23
|
|
||||||||
Total revenues
|
1,711
|
|
|
227
|
|
|
57
|
|
|
1,995
|
|
|
371
|
|
|
29
|
|
|
400
|
|
|
2,395
|
|
||||||||
Depreciation and amortization
|
35
|
|
|
50
|
|
|
2
|
|
|
87
|
|
|
13
|
|
|
4
|
|
|
17
|
|
|
104
|
|
||||||||
Interest expense
|
—
|
|
|
11
|
|
|
20
|
|
|
31
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
32
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
261
|
|
|
23
|
|
|
(32
|
)
|
|
252
|
|
|
7
|
|
|
(5
|
)
|
|
2
|
|
|
254
|
|
||||||||
Income tax expense (benefit)
|
96
|
|
|
—
|
|
|
(1
|
)
|
|
95
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
88
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates
|
165
|
|
|
23
|
|
|
(31
|
)
|
|
157
|
|
|
7
|
|
|
2
|
|
|
9
|
|
|
166
|
|
||||||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
165
|
|
|
$
|
23
|
|
|
$
|
(31
|
)
|
|
$
|
157
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
170
|
|
Assets
|
$
|
8,697
|
|
|
$
|
3,626
|
|
|
$
|
336
|
|
|
$
|
12,659
|
|
|
$
|
665
|
|
|
$
|
1,073
|
|
|
$
|
1,738
|
|
|
$
|
14,397
|
|
Goodwill
|
2,279
|
|
|
2,224
|
|
|
34
|
|
|
4,537
|
|
|
118
|
|
|
85
|
|
|
203
|
|
|
4,740
|
|
|
Title
|
|
Black Knight
|
|
FNF Group Corporate and Other
|
|
Total FNF Group
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
2,183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,183
|
|
Other revenues
|
1,018
|
|
|
498
|
|
|
92
|
|
|
1,608
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|
1,686
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|
—
|
|
|
585
|
|
|
585
|
|
||||||||
Revenues from external customers
|
3,201
|
|
|
498
|
|
|
92
|
|
|
3,791
|
|
|
585
|
|
|
78
|
|
|
663
|
|
|
4,454
|
|
||||||||
Interest and investment income, including realized gains and losses
|
68
|
|
|
—
|
|
|
(6
|
)
|
|
62
|
|
|
(3
|
)
|
|
17
|
|
|
14
|
|
|
76
|
|
||||||||
Total revenues
|
3,269
|
|
|
498
|
|
|
86
|
|
|
3,853
|
|
|
582
|
|
|
95
|
|
|
677
|
|
|
4,530
|
|
||||||||
Depreciation and amortization
|
71
|
|
|
97
|
|
|
4
|
|
|
172
|
|
|
20
|
|
|
10
|
|
|
30
|
|
|
202
|
|
||||||||
Interest expense
|
—
|
|
|
32
|
|
|
31
|
|
|
63
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
67
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
402
|
|
|
82
|
|
|
(65
|
)
|
|
419
|
|
|
6
|
|
|
14
|
|
|
20
|
|
|
439
|
|
||||||||
Income tax expense (benefit)
|
151
|
|
|
28
|
|
|
(31
|
)
|
|
148
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
150
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
251
|
|
|
54
|
|
|
(34
|
)
|
|
271
|
|
|
6
|
|
|
12
|
|
|
18
|
|
|
289
|
|
||||||||
Equity in earnings (losses) of unconsolidated affiliates
|
6
|
|
|
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
1
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
257
|
|
|
$
|
54
|
|
|
$
|
(34
|
)
|
|
$
|
277
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
13
|
|
|
$
|
290
|
|
Assets
|
$
|
8,963
|
|
|
$
|
3,665
|
|
|
$
|
404
|
|
|
$
|
13,032
|
|
|
$
|
487
|
|
|
$
|
919
|
|
|
$
|
1,406
|
|
|
$
|
14,438
|
|
Goodwill
|
2,323
|
|
|
2,301
|
|
|
45
|
|
|
4,669
|
|
|
101
|
|
|
93
|
|
|
194
|
|
|
4,863
|
|
|
Title
|
|
Black Knight
|
|
FNF Group Corporate and Other
|
|
Total FNF Group
|
|
Restaurant Group
|
|
FNFV Corporate
and Other
|
|
Total FNFV
|
|
Total
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Title premiums
|
$
|
2,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,002
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,002
|
|
Other revenues
|
985
|
|
|
459
|
|
|
78
|
|
|
1,522
|
|
|
—
|
|
|
143
|
|
|
143
|
|
|
1,665
|
|
||||||||
Restaurant revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|
—
|
|
|
735
|
|
|
735
|
|
||||||||
Revenues from external customers
|
2,987
|
|
|
459
|
|
|
78
|
|
|
3,524
|
|
|
735
|
|
|
143
|
|
|
878
|
|
|
4,402
|
|
||||||||
Interest and investment income, including realized gains and losses
|
62
|
|
|
(5
|
)
|
|
(3
|
)
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||||
Total revenues
|
3,049
|
|
|
454
|
|
|
75
|
|
|
3,578
|
|
|
735
|
|
|
143
|
|
|
878
|
|
|
4,456
|
|
||||||||
Depreciation and amortization
|
72
|
|
|
95
|
|
|
3
|
|
|
170
|
|
|
26
|
|
|
8
|
|
|
34
|
|
|
204
|
|
||||||||
Interest expense
|
—
|
|
|
19
|
|
|
41
|
|
|
60
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
63
|
|
||||||||
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
381
|
|
|
63
|
|
|
(62
|
)
|
|
382
|
|
|
17
|
|
|
6
|
|
|
23
|
|
|
405
|
|
||||||||
Income tax expense (benefit)
|
139
|
|
|
—
|
|
|
3
|
|
|
142
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
138
|
|
||||||||
Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates
|
242
|
|
|
63
|
|
|
(65
|
)
|
|
240
|
|
|
17
|
|
|
10
|
|
|
27
|
|
|
267
|
|
||||||||
Equity in earnings of unconsolidated affiliates
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
||||||||
Earnings (loss) from continuing operations
|
$
|
244
|
|
|
$
|
63
|
|
|
$
|
(65
|
)
|
|
$
|
242
|
|
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
28
|
|
|
$
|
270
|
|
Assets
|
$
|
8,697
|
|
|
$
|
3,626
|
|
|
$
|
336
|
|
|
$
|
12,659
|
|
|
$
|
665
|
|
|
$
|
1,073
|
|
|
$
|
1,738
|
|
|
$
|
14,397
|
|
Goodwill
|
2,279
|
|
|
2,224
|
|
|
34
|
|
|
4,537
|
|
|
118
|
|
|
85
|
|
|
203
|
|
|
4,740
|
|
Note I.
|
Supplemental Cash Flow Information
|
|
|
Six months ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
|
|
||
Change in proceeds of sales of investments available for sale receivable in period
|
|
$
|
21
|
|
|
$
|
(4
|
)
|
Change in purchases of investments available for sale payable in period
|
|
3
|
|
|
31
|
|
||
Additions to IT hardware financed through a lease
|
|
(10
|
)
|
|
—
|
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Change in treasury stock purchases payable in period
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
Borrowings to finance IT hardware additions
|
|
10
|
|
|
—
|
|
•
|
mortgage interest rates;
|
•
|
mortgage funding supply; and
|
•
|
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
|
|
|
0.8
|
|
|
0.7
|
|
||||
Total U.S. mortgage originations forecast
|
|
$
|
1.3
|
|
|
$
|
1.4
|
|
|
$
|
1.8
|
|
|
$
|
1.6
|
|
Consolidated Results of Operations
|
|
|
|
|
|
|
|
||||||||
Net Earnings.
The following table presents certain financial data for the periods indicated:
|
|||||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Direct title insurance premiums
|
$
|
540
|
|
|
$
|
547
|
|
|
962
|
|
|
964
|
|
||
Agency title insurance premiums
|
691
|
|
|
597
|
|
|
1,221
|
|
|
1,038
|
|
||||
Escrow, title-related and other fees
|
907
|
|
|
857
|
|
|
1,686
|
|
|
1,665
|
|
||||
Restaurant revenue
|
292
|
|
|
371
|
|
|
585
|
|
|
735
|
|
||||
Interest and investment income
|
37
|
|
|
32
|
|
|
67
|
|
|
63
|
|
||||
Realized gains and losses, net
|
15
|
|
|
(9
|
)
|
|
9
|
|
|
(9
|
)
|
||||
Total revenues
|
2,482
|
|
|
2,395
|
|
|
4,530
|
|
|
4,456
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
707
|
|
|
690
|
|
|
1,359
|
|
|
1,313
|
|
||||
Agent commissions
|
526
|
|
|
451
|
|
|
928
|
|
|
784
|
|
||||
Other operating expenses
|
493
|
|
|
482
|
|
|
925
|
|
|
948
|
|
||||
Cost of restaurant revenue
|
245
|
|
|
313
|
|
|
490
|
|
|
619
|
|
||||
Depreciation and amortization
|
102
|
|
|
104
|
|
|
202
|
|
|
204
|
|
||||
Provision for title claim losses
|
68
|
|
|
69
|
|
|
120
|
|
|
120
|
|
||||
Interest expense
|
33
|
|
|
32
|
|
|
67
|
|
|
63
|
|
||||
Total expenses
|
2,174
|
|
|
2,141
|
|
|
4,091
|
|
|
4,051
|
|
||||
Earnings from continuing operations before income taxes and equity in (losses) earnings of unconsolidated affiliates
|
308
|
|
|
254
|
|
|
439
|
|
|
405
|
|
||||
Income tax expense
|
101
|
|
|
88
|
|
|
150
|
|
|
138
|
|
||||
Equity in (losses) earnings of unconsolidated affiliates
|
(1
|
)
|
|
4
|
|
|
1
|
|
|
3
|
|
||||
Net earnings from continuing operations
|
$
|
206
|
|
|
$
|
170
|
|
|
$
|
290
|
|
|
$
|
270
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Direct title insurance premiums
|
$
|
540
|
|
|
$
|
547
|
|
|
$
|
962
|
|
|
$
|
964
|
|
Agency title insurance premiums
|
691
|
|
|
597
|
|
|
1,221
|
|
|
1,038
|
|
||||
Escrow, title-related and other fees
|
552
|
|
|
535
|
|
|
1,018
|
|
|
985
|
|
||||
Interest and investment income
|
36
|
|
|
32
|
|
|
65
|
|
|
62
|
|
||||
Realized gains and losses, net
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total revenues
|
1,822
|
|
|
1,711
|
|
|
3,269
|
|
|
3,049
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
557
|
|
|
540
|
|
|
1,063
|
|
|
1,020
|
|
||||
Agent commissions
|
526
|
|
|
451
|
|
|
928
|
|
|
784
|
|
||||
Other operating expenses
|
354
|
|
|
355
|
|
|
685
|
|
|
672
|
|
||||
Depreciation and amortization
|
36
|
|
|
35
|
|
|
71
|
|
|
72
|
|
||||
Provision for title claim losses
|
68
|
|
|
69
|
|
|
120
|
|
|
120
|
|
||||
Total expenses
|
1,541
|
|
|
1,450
|
|
|
2,867
|
|
|
2,668
|
|
||||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
281
|
|
|
$
|
261
|
|
|
$
|
402
|
|
|
$
|
381
|
|
Orders opened by direct title operations (in thousands)
|
577
|
|
|
560
|
|
|
1,094
|
|
|
1,137
|
|
||||
Orders closed by direct title operations (in thousands)
|
401
|
|
|
408
|
|
|
723
|
|
|
754
|
|
||||
Fee per file
|
$
|
2,116
|
|
|
$
|
2,026
|
|
|
$
|
2,079
|
|
|
$
|
1,938
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
||||||||||||
|
2016
|
|
Total
|
|
2015
|
|
Total
|
|
2016
|
|
Total
|
|
2015
|
|
Total
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Title premiums from direct operations
|
$
|
540
|
|
|
44
|
%
|
|
$
|
547
|
|
|
48
|
%
|
|
$
|
962
|
|
|
44
|
%
|
|
$
|
964
|
|
|
48
|
%
|
Title premiums from agency operations
|
691
|
|
|
56
|
|
|
597
|
|
|
52
|
|
|
1,221
|
|
|
56
|
|
|
1,038
|
|
|
52
|
|
||||
Total title premiums
|
$
|
1,231
|
|
|
100
|
%
|
|
$
|
1,144
|
|
|
100
|
%
|
|
$
|
2,183
|
|
|
100
|
%
|
|
$
|
2,002
|
|
|
100
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Opened title insurance orders from purchase transactions (1)
|
56.7
|
%
|
|
57.0
|
%
|
|
56.0
|
%
|
|
51.7
|
%
|
Opened title insurance orders from refinance transactions (1)
|
43.3
|
|
|
43.0
|
|
|
44.0
|
|
|
48.3
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Closed title insurance orders from purchase transactions (1)
|
57.7
|
%
|
|
53.8
|
%
|
|
56.3
|
%
|
|
50.5
|
%
|
Closed title insurance orders from refinance transactions (1)
|
42.3
|
|
|
46.2
|
|
|
43.7
|
|
|
49.5
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Three months ended June 30,
|
||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
||||||
|
(Dollars in millions)
|
||||||||||||
Agent premiums
|
691
|
|
|
100
|
%
|
|
597
|
|
|
100
|
%
|
||
Agent commissions
|
526
|
|
|
76
|
%
|
|
451
|
|
|
76
|
%
|
||
Net retained agent premiums
|
$
|
165
|
|
|
24
|
%
|
|
$
|
146
|
|
|
24
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Escrow, title-related and other fees
|
256
|
|
|
232
|
|
|
498
|
|
|
459
|
|
||||
Realized gains and losses, net
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||
Total revenues
|
256
|
|
|
227
|
|
|
498
|
|
|
454
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
95
|
|
|
102
|
|
|
191
|
|
|
199
|
|
||||
Other operating expenses
|
55
|
|
|
41
|
|
|
96
|
|
|
78
|
|
||||
Depreciation and amortization
|
49
|
|
|
50
|
|
|
97
|
|
|
95
|
|
||||
Interest expense
|
16
|
|
|
11
|
|
|
32
|
|
|
19
|
|
||||
Total expenses
|
215
|
|
|
204
|
|
|
416
|
|
|
391
|
|
||||
Earnings from continuing operations before income taxes
|
$
|
41
|
|
|
$
|
23
|
|
|
$
|
82
|
|
|
$
|
63
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Total restaurant revenue
|
$
|
292
|
|
|
$
|
371
|
|
|
$
|
585
|
|
|
$
|
735
|
|
Realized gains and losses, net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Total revenues
|
292
|
|
|
371
|
|
|
582
|
|
|
735
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
14
|
|
|
16
|
|
|
27
|
|
|
33
|
|
||||
Cost of restaurant revenue
|
245
|
|
|
313
|
|
|
490
|
|
|
619
|
|
||||
Other operating expenses
|
16
|
|
|
21
|
|
|
37
|
|
|
37
|
|
||||
Depreciation and amortization
|
10
|
|
|
13
|
|
|
20
|
|
|
26
|
|
||||
Interest expense
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||
Total expenses
|
286
|
|
|
364
|
|
|
576
|
|
|
718
|
|
||||
Earnings from continuing operations before income taxes
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
17
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
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)
|
|||||
4/1/2016 - 4/30/2016
|
|
300,000
|
|
|
33.27
|
|
|
300,000
|
|
|
18,225,000
|
|
|
5/1/2016 - 5/31/2016
|
|
1,064,000
|
|
|
33.57
|
|
|
1,064,000
|
|
|
17,161,000
|
|
|
6/1/2016 - 6/30/2016
|
|
1,100,000
|
|
|
35.22
|
|
|
1,100,000
|
|
|
16,061,000
|
|
|
Total
|
|
2,464,000
|
|
|
$
|
34.27
|
|
|
2,464,000
|
|
|
|
(1)
|
On July 20, 2015, our Board of Directors approved a three-year stock repurchase program. Under the stock repurchase program, we may 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
|
|
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)
|
|||||
4/1/2016 - 4/30/2016
|
|
300,000
|
|
|
10.60
|
|
|
300,000
|
|
|
13,195,000
|
|
|
5/1/2016 - 5/31/2016
|
|
925,000
|
|
|
11.65
|
|
|
925,000
|
|
|
12,270,000
|
|
|
6/1/2016 - 6/30/2016
|
|
550,000
|
|
|
11.79
|
|
|
550,000
|
|
|
11,720,000
|
|
|
Total
|
|
1,775,000
|
|
|
$
|
11.52
|
|
|
1,775,000
|
|
|
|
(1)
|
On February 18, 2016, our Board of Directors approved a new FNFV Group three-year stock repurchase program, effective March 1, 2016, under which we may repurchase up to
15 million
shares of FNFV Group common stock.
|
(2)
|
As of the last day of the applicable month.
|
|
|
|
10.1
|
|
Amendment effective May 3, 2016 to Director Services Agreement between the Registrant and William P. Foley II effective January 8, 2016 (incorporated by reference to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015)
|
|
|
|
10.2
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk effective October 10, 2008 (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009)
|
|
|
|
10.3
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett effective July 1, 2012 (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
|
|
10.4
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park effective February 4, 2010 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009)
|
|
|
|
10.5
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle effective 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)
|
|
|
|
10.6
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski effective 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)
|
|
|
|
10.7
|
|
Employment Agreement between the Registrant and Michael Nolan effective March 3, 2016
|
|
|
|
10.8
|
|
Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Michael Nolan effective March 3, 2016 (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
|
|
|
10.9
|
|
Employment Agreement between the Registrant and Roger Jewkes effective March 3, 2016
|
|
|
|
10.10
|
|
Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Roger Jewkes effective March 3, 2016 (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
32.2
|
|
Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
99.1
|
|
Unaudited Attributed Financial Information for Fidelity National Financial Group Tracking Stock
|
|
|
|
99.2
|
|
Unaudited Attributed Financial Information for Fidelity National Financial Ventures Group Tracking Stock
|
|
|
|
101
|
|
The following materials from Fidelity National Financial, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
Date:
|
August 9, 2016
|
FIDELITY NATIONAL FINANCIAL, INC.
(registrant)
|
|
|
|
|
By:
|
/s/ Anthony J. Park
|
|
|
|
|
Anthony J. Park
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
10.1
|
|
Amendment effective May 3, 2016 to Director Services Agreement between the Registrant and William P. Foley II effective January 8, 2016 (incorporated by reference to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015)
|
|
|
|
10.2
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk effective October 10, 2008 (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008)
|
|
|
|
10.3
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett effective July 1, 2012 (incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
|
|
10.4
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park effective February 4, 2010 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009)
|
|
|
|
10.5
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle effective 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)
|
|
|
|
10.6
|
|
Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski effective 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)
|
|
|
|
10.7
|
|
Employment Agreement between the Registrant and Michael Nolan effective March 3, 2016
|
|
|
|
10.8
|
|
Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Michael Nolan effective March 3, 2016 (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
|
|
|
10.9
|
|
Employment Agreement between the Registrant and Roger Jewkes effective March 3, 2016
|
|
|
|
10.10
|
|
Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Roger Jewkes effective March 3, 2016 (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
32.2
|
|
Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
|
99.1
|
|
Unaudited Attributed Financial Information for Fidelity National Financial Group Tracking Stock
|
|
|
|
99.2
|
|
Unaudited Attributed Financial Information for Fidelity National Financial Ventures Group Tracking Stock
|
|
|
|
101
|
|
The following materials from Fidelity National Financial, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Chairman
|
|
WILLIAM P. FOLEY, II
______________________________
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Chief Executive Officer
|
|
RAYMOND R. QUIRK
______________________________
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Executive Vice President - Corporate Strategy
|
|
BRENT B. BICKETT
______________________________
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Executive Vice President and Chief Financial Officer
|
|
ANTHONY J. PARK
______________________________
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Executive Vice President, General Counsel and Corporate Secretary
|
|
MICHAEL L. GRAVELLE
______________________________
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Executive Vice President, Chief Legal Officer
|
|
PETER T. SADOWSKI
______________________________
|
(a)
|
Benefits
. Employee shall be eligible to receive standard medical and other insurance coverage (for Employee and any covered dependents) provided by the Company to employees generally;
|
(b)
|
Annual Bonus
. Employee shall be eligible to receive an annual incentive bonus opportunity under the Company's annual incentive plan for each calendar year included in the Employment Term during which Employee is an employee of the Company, with such opportunity to be earned based upon
|
(c)
|
Equity Participation
. Employee shall be eligible to participate in the Company’s equity incentive plans. As an inducement for and in consideration of Employee signing this Agreement, the Company agrees to provide Employee with a one-time special $100,000 restricted stock grant. The number of shares would be based on the Company’s closing stock price on day following Employee’s return of this signed Agreement to the General Counsel. The restricted shares will vest in three equal annual installments, provided that Employee remains employed with the Company.
|
(a)
|
Notice of Termination
. Any purported termination of 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 this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the "Date of Termination" and, with respect to a termination due to "Cause", "Disability" or "Good Reason", 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 Employee's Disability. A Notice of Termination from 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 the case of Employee’s initiated termination in no event shall the Date of Termination be earlier than the thirtieth (30
th
) day following the date the Notice of Termination is given unless otherwise agreed to by the Company and Employee) or the date of Employee's death. If the Company disagrees with Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause).
|
(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 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 or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company's and/or its affiliates’ business policies, accounting practices or standards of ethics; (vi) material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or (viii) failure to materially cooperate with or impeding an investigation authorized by the Board of Directors of the Company or FNF.
|
(e)
|
Disability
. For purposes of this Agreement, Employee shall be deemed to have a "Disability" if Employee is entitled to long-term disability benefits under the Company's long-term disability plan or policy (or, if Employee is not a participant in such plan or policy, if Employee would be entitled to long-term disability benefits thereunder if Employee were a participant), as the case may be, as in effect on the Date of Termination.
|
(f)
|
Good Reason
. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:
|
(i)
|
a material diminution in Employee's title, Annual Base Salary or Annual Bonus Opportunity; or
|
(ii)
|
an uncured material breach by the Company of any of its obligations under this Agreement.
|
(a)
|
Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason
. If Employee's employment is terminated during the Employment Term by: (1) the Company for any reason other than Cause, Death or Disability; or (2) Employee for Good Reason:
|
(i)
|
the Company shall pay 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 (subject to Section 27(b)), any expense reimbursement payments owed to Employee for expenses incurred prior to the Date of Termination; and (C) no later than March 15th 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 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 Employee for the year in which the Date of Termination occurs, ignoring any requirement that Employee must be employed on the payment date (using Employee's Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination;
|
(iii)
|
Subject to Section 27(b) hereof, the Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 100% of Employee's (A) Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing) and (B) target Annual Bonus in the year in which the Date of Termination occurs;
|
(iv)
|
Subject to Section 27(b) hereof, all stock option, restricted stock and other equity-based incentive awards granted by Company 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; in which case, they will only vest pursuant to their express terms;
|
(v)
|
Subject to Section 27(b) hereof, any life insurance coverage provided by the Company shall terminate at the same time as life insurance coverage would normally terminate for any other employee that terminates employment with the Company, and, if permitted by the terms of the policy and applicable law, Employee shall have the right to convert that life insurance coverage to an individual policy under the regular rules of the Company's group policy. As soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, the Company shall pay Employee a lump sum cash payment equal to eighteen monthly life insurance premiums based on the monthly premiums that would be due assuming that Employee had converted the Company's life insurance coverage that was in effect on the Notice of Termination into an individual policy; and
|
(vi)
|
As long as Employee pays the full monthly premiums for COBRA coverage, the Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to the Company's active employees and their dependents until the earlier of: (A) eighteen months after the Date of Termination (or such shorter time period as permitted under applicable law existing as of the Date of Termination or so that the Company would not be required to pay any excise tax); or (B) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, the Company shall pay Employee a lump sum cash payment equal to eighteen monthly medical and dental COBRA premiums based on the level of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.
|
(b)
|
Termination by the Company for Cause and by Employee without Good Reason
. If Employee's employment is terminated during the Employment Term by the Company for Cause or by 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 Employee's employment is terminated during the Employment Term due to death or by the Company due to Employee’s Disability, the Company shall pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day 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.
|
(a)
|
During Employment Term
. During the Employment Term Employee 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 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 as from time to time constituted. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of the Company, and 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 Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of 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 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 Employee's employment terminates for any reason whatsoever, Employee agrees not to: (1) become an employee, consultant, agent, 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 in the United States as from time to time constituted; (2), directly or indirectly solicit, discuss or encourage, regardless of whoever initiated the solicitation, discussion or encouragement, a customer or agent of the Company to deal with Employee, a competitor of the Company or its affiliates, or any person or entity other than the Company or its affiliates in connection with their principal products or services supplied by the Company and its affiliates and markets in the United States as from time to time constituted; (3) request or advise any customer or agent or prospective customer or agent of the Company or its affiliates to withdraw, curtail, or cease doing business with the Company or its affiliates in the United States; or (4) directly or indirectly employ, solicit for employment, advise or recommend to any other person or entity considered to be a competitor of the Company or its affiliates that it employ or solicit for employment any then-current employee of the Company or its affiliates in the United States.
|
(c)
|
Notice to Prospective Employers
. Employee agrees that, with respect to each prospective employer with which Employee applies or interviews for employment during the term of Employee’s employment with the Company and within one year after the termination of the Employee’s employment with the Company, Employee will inform the prospective employer of the existence of this Agreement and will provide the prospective employer with a copy of this Agreement.
|
(a)
|
Withholding
. The Company or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings the Company is required to deduct pursuant to state, federal or local laws.
|
(b)
|
Section 409A
. It is intended that this Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable, and the terms of this Agreement and of any compensation or benefit plan under which compensation or benefits are provided shall be interpreted accordingly. If Employee is a "specified employee" under Section 409A, to the extent required to comply with Section 409(a)(2)(b)(i), no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. To the extent the payment of any amount under this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., not later than the sixty-fifth (65
th
) day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: __________________________
|
|
|
|
______________________________
Michael Nolan
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: President
|
|
MICHAEL NOLAN
______________________________
|
(a)
|
Benefits
. Employee shall be eligible to receive standard medical and other insurance coverage (for Employee and any covered dependents) provided by the Company to employees generally;
|
(b)
|
Annual Bonus
. Employee shall be eligible to receive an annual incentive bonus opportunity under the Company's annual incentive plan for each calendar year included in the Employment Term during which Employee is an employee of the Company, with such opportunity to be earned based upon attainment of performance objectives established by the Company ("Annual Bonus"). Employee's target Annual Bonus shall be 100% of Employee's then current Annual Base Salary, with a maximum of up to two times target (collectively, the target and maximum Annual Bonus are referred to as the "Annual Bonus Opportunity"). Employee's Annual Bonus Opportunity may be periodically reviewed and increased by the Company, but may not be decreased without Employee's express written consent. If owed pursuant to the terms of the plan, the Annual Bonus shall be paid no later than the March 15
th
first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein, no Annual Bonus shall be paid to Employee unless Employee is employed by the Company, or an affiliate thereof, on the last day of the measurement period; provided, however, that the Employee shall remain eligible to earn a pro-rata Annual Bonus payment with the proration based on Employee’s period of employment with the Company during the final year of the Employment Term, if the Employment Term expires due to the Company’s provision of a notice of non-renewal pursuant to Section 3 hereof and Employee’s employment terminates (other than due to a termination by the Company that would have constituted a termination for Cause under this Agreement) on or after the last day of the term of this Agreement, but prior to the end of the calendar year in which the Employment Term ends; and
|
(c)
|
Equity Participation
. Employee shall be eligible to participate in the Company’s equity incentive plans. As an inducement for and in consideration of Employee signing this Agreement, the Company agrees to provide Employee with a one-time special $100,000 restricted stock grant. The number of shares would be based on the Company’s closing stock price on day following Employee’s return of this signed Agreement to the General Counsel. The restricted shares will vest in three equal annual installments, provided that Employee remains employed with the Company.
|
(a)
|
Notice of Termination
. Any purported termination of 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 this Agreement. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the "Date of Termination" and, with respect to a termination due to "Cause", "Disability" or "Good Reason", 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 Employee's Disability. A Notice of Termination from 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 the case of Employee’s initiated termination in no event shall such the Date of Termination be earlier than the thirtieth (30
th
) day following the date the Notice of Termination is given unless otherwise agreed to by the Company and Employee) or the date of Employee's death. If the Company disagrees with Employee’s designated Date of Termination, the Company shall have the right to set an alternative earlier final Date of Termination, which, in and of itself, shall not change the characterization of the termination (e.g., from an Employee Termination Without Good Reason to a Company Termination Without Cause).
|
(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 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 or moral turpitude; (iv) material breach of this Agreement; (v) material breach of the Company's and/or its affiliates’ business policies, accounting practices or standards of ethics; (vi) material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or (viii) failure to materially cooperate with or impeding an investigation authorized by the Board of Directors of the Company or FNF.
|
(e)
|
Disability
. For purposes of this Agreement, Employee shall be deemed to have a "Disability" if Employee is entitled to long-term disability benefits under the Company's long-term disability plan or policy (or, if Employee is not a participant in such plan or policy, if Employee would be entitled to long-term disability benefits thereunder if Employee were a participant), as the case may be, as in effect on the Date of Termination.
|
(f)
|
Good Reason
. For purposes of this Agreement, a termination for "Good Reason" means a termination by Employee based upon the occurrence (without Employee's express written consent) of any of the following:
|
(i)
|
a material diminution in Employee's title, Annual Base Salary or Annual Bonus Opportunity; or
|
(ii)
|
an uncured material breach by the Company of any of its obligations under this Agreement.
|
(a)
|
Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason
. If Employee's employment is terminated during the Employment Term by: (1) the Company for any reason other than Cause, Death or Disability; or (2) Employee for Good Reason:
|
(i)
|
the Company shall pay 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 (subject to Section 27(b)), any expense reimbursement payments owed to Employee for expenses incurred prior to the Date of Termination; and (C) no later than March 15th 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 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 Employee for the year in which the Date of Termination occurs, ignoring any requirement that Employee must be employed on the payment date (using Employee's Annual Bonus Opportunity for the prior year if no Annual Bonus Opportunity has been approved for the year in which the Date of Termination occurs), multiplied by the percentage of the calendar year completed before the Date of Termination;
|
(iii)
|
Subject to Section 27(b) hereof, the Company shall pay Employee as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, a lump-sum payment equal to 100% of Employee's (A) Annual Base Salary in effect immediately prior to the Date of Termination (disregarding any reduction in Annual Base Salary to which Employee did not expressly consent in writing) and (B) target Annual Bonus in the year in which the Date of Termination occurs;
|
(iv)
|
Subject to Section 27(b) hereof, all stock option, restricted stock and other equity-based incentive awards granted by Company 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; in which case, they will only vest pursuant to their express terms;
|
(v)
|
Subject to Section 27(b) hereof, any life insurance coverage provided by the Company shall terminate at the same time as life insurance coverage would normally terminate for any other employee that terminates employment with the Company, and, if permitted by the terms of the policy and applicable law, Employee shall have the right to convert that life insurance coverage to an individual policy under the regular rules of the Company's group policy. As soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, the Company shall pay Employee a lump sum cash payment equal to eighteen monthly life insurance premiums based on the monthly premiums that would be due assuming that Employee had converted the Company's life insurance coverage that was in effect on the Notice of Termination into an individual policy; and
|
(vi)
|
As long as Employee pays the full monthly premiums for COBRA coverage, the Company shall provide Employee and, as applicable, Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to the Company's active employees and their dependents until the earlier of: (A) eighteen months after the Date of Termination (or such shorter time period as permitted under applicable law existing as of the Date of Termination or so that the Company would not be required to pay any excise tax); or (B) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, as soon as practicable, but not later than the sixty-fifth (65th) day after the Date of Termination, the Company shall pay Employee a lump sum cash payment equal to eighteen monthly medical and dental COBRA premiums based on the level of coverage in effect for the Employee (e.g., employee only or family coverage) on the Date of Termination.
|
(b)
|
Termination by the Company for Cause and by Employee without Good Reason
. If Employee's employment is terminated during the Employment Term by the Company for Cause or by 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 Employee's employment is terminated during the Employment Term due to death or by the Company due to Employee’s Disability, the Company shall pay Employee (or to Employee's estate or personal representative in the case of death), as soon as practicable, but not later than the sixty-fifth (65th) day 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.
|
(a)
|
Non-Competition During Employment Term
. During the Employment Term Employee 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 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 as from time to time constituted. In addition, during the Employment Term, Employee will undertake no planning for or organization of any business activity competitive with the work performed as an employee of the Company, and 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)
|
Non-Solicitation of Company’s Employees After Employment Term
. During the Employment Term for a period of twelve months immediately after termination of employment with the Company, regardless of whether such termination is voluntary or involuntary, with or without Cause, Employee agrees not to, for Employee’s own behalf or on behalf of any other person or entity, whether directly or indirectly, solicit, interview, take away or otherwise offer employment or service agreements to any employee working for the Company or who has worked for the Company for any time within the six months prior thereto; and/or make known to any person or entity the names and addresses of any employees of the Company or any other information pertaining to them for purposes of employment or receiving services.
|
(c)
|
Notice to Prospective Employers
. Employee agrees that, with respect to each prospective employer with which Employee applies or interviews for employment during the term of Employee’s employment with the Company and within one year after the termination of the Employee’s employment with the Company, Employee will inform the prospective employer of the existence of this Agreement and will provide the prospective employer with a copy of this Agreement.
|
(a)
|
Withholding
. The Company or an affiliate may deduct from all compensation and benefits payable under this Agreement any taxes or withholdings the Company is required to deduct pursuant to state, federal or local laws.
|
(b)
|
Section 409A
. It is intended that this Agreement and any payment, distribution or other benefit hereunder shall comply with the requirements of Section 409A of the Code, as well as any related regulations or other guidance promulgated by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"), to the extent applicable, and the terms of this Agreement and of any compensation or benefit plan under which compensation or benefits are provided shall be interpreted accordingly. If Employee is a "specified employee" under Section 409A, to the extent required to comply with Section 409(a)(2)(b)(i), no payment, distribution or other benefit described in this Agreement constituting a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) to be paid during the six-month period following a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) will be made during such six-month period. Instead, any such deferred compensation shall be paid on the first business day following the six-month anniversary of the separation from service. In no event may Employee, directly or indirectly, designate the calendar year of a payment. To the extent the payment of any amount under this Agreement constitutes deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) and such amount is payable within a number of days (e.g., not later than the sixty-fifth (65
th
) day after the Date of Termination) that begins in one calendar year and ends in a subsequent calendar year, such amount shall be paid in the subsequent calendar year. Any provision that would cause this Agreement or a payment, distribution or other benefit hereunder to fail to satisfy the requirements of Section 409A shall have no force or effect and, to the extent an amendment would be effective for purposes of Section 409A, the parties agree that this Agreement shall be amended to comply with Section 409A. Such amendment shall be retroactive to the extent permitted by Section 409A. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) has occurred. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement shall be for expenses incurred during the time period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made not later than the last day of the Employee's taxable year following the taxable year in which such expense was incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary, in no event shall the Company, any affiliate of the Company, or any employee, director, representative, agent or advisor of the Company or any affiliate of the Company be liable for or in respect of any additional tax, interest or penalty that may be imposed on Employee or other person under Section 409(A), or for damages for failing to comply with Section 409(A).
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: __________________________
|
|
|
|
______________________________
Roger Jewkes
|
|
FIDELITY NATIONAL FINANCIAL, INC.
By: __________________________
Its: Co-Chief Operating Officer
|
|
ROGER JEWKES
______________________________
|
(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.
|
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
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|||||
Investments:
|
|
|
|
|
|||
Fixed maturity securities available for sale, at fair value, at June 30, 2016 and December 31, 2015 includes pledged fixed maturity securities of $336 and $342, respectively, related to secured trust deposits
|
$
|
2,528
|
|
|
$
|
2,558
|
|
Preferred stock available for sale, at fair value
|
304
|
|
|
289
|
|
||
Equity securities available for sale, at fair value
|
386
|
|
|
309
|
|
||
Investments in unconsolidated affiliates
|
161
|
|
|
125
|
|
||
Other long-term investments
|
80
|
|
|
78
|
|
||
Short-term investments, at June 30, 2016 and December 31, 2015 includes short-term investments of $258 and $266, respectively, related to secured trust deposits
|
570
|
|
|
790
|
|
||
Total investments
|
4,029
|
|
|
4,149
|
|
||
Cash and cash equivalents, at June 30, 2016 and December 31, 2015 includes $520 and $108, respectively, of pledged cash related to secured trust deposits
|
1,112
|
|
|
749
|
|
||
Trade and notes receivables, net of allowance of $21 and $32 at June 30, 2016 and December 31, 2015, respectively
|
488
|
|
|
453
|
|
||
Due from affiliates
|
15
|
|
|
10
|
|
||
Goodwill
|
4,669
|
|
|
4,572
|
|
||
Prepaid expenses and other assets
|
607
|
|
|
551
|
|
||
Capitalized software, net
|
554
|
|
|
543
|
|
||
Other intangible assets, net
|
804
|
|
|
802
|
|
||
Title plant
|
395
|
|
|
395
|
|
||
Property and equipment, net
|
359
|
|
|
278
|
|
||
Total assets
|
$
|
13,032
|
|
|
$
|
12,502
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|||||
Liabilities:
|
|
|
|
|
|||
Accounts payable and other accrued liabilities
|
$
|
865
|
|
|
$
|
878
|
|
Income taxes payable
|
83
|
|
|
38
|
|
||
Deferred revenue
|
199
|
|
|
191
|
|
||
Reserve for title claim losses
|
1,590
|
|
|
1,583
|
|
||
Secured trust deposits
|
1,102
|
|
|
701
|
|
||
Notes payable
|
2,566
|
|
|
2,593
|
|
||
Deferred tax liability
|
673
|
|
|
669
|
|
||
Total liabilities
|
7,078
|
|
|
6,653
|
|
||
Commitments and Contingencies:
|
|
|
|
||||
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC
|
344
|
|
|
344
|
|
||
Equity:
|
|
|
|
|
|||
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 272,703,257 and 275,781,160 as of June 30, 2016 and December 31, 2015, respectively, and issued of 283,681,067 and 282,394,970 as of June 30, 2016 and December 31, 2015, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
3,666
|
|
|
3,639
|
|
||
Retained earnings
|
1,523
|
|
|
1,377
|
|
||
Accumulated other comprehensive earnings
|
65
|
|
|
7
|
|
||
Less: treasury stock, 10,977,810 and 6,613,810 shares as of June 30, 2016 and December 31, 2015, respectively
|
(385
|
)
|
|
(238
|
)
|
||
Total Fidelity National Financial Group shareholders’ equity
|
4,869
|
|
|
4,785
|
|
||
Noncontrolling interests
|
741
|
|
|
720
|
|
||
Total equity
|
5,610
|
|
|
5,505
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
13,032
|
|
|
$
|
12,502
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Direct title insurance premiums
|
$
|
540
|
|
|
$
|
547
|
|
|
$
|
962
|
|
|
$
|
964
|
|
Agency title insurance premiums
|
691
|
|
|
597
|
|
|
1,221
|
|
|
1,038
|
|
||||
Escrow, title-related and other fees
|
867
|
|
|
827
|
|
|
1,608
|
|
|
1,522
|
|
||||
Interest and investment income
|
36
|
|
|
32
|
|
|
65
|
|
|
62
|
|
||||
Realized gains and losses, net
|
—
|
|
|
(8
|
)
|
|
(3
|
)
|
|
(8
|
)
|
||||
Total revenues
|
2,134
|
|
|
1,995
|
|
|
3,853
|
|
|
3,578
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
667
|
|
|
652
|
|
|
1,281
|
|
|
1,237
|
|
||||
Agent commissions
|
526
|
|
|
451
|
|
|
928
|
|
|
784
|
|
||||
Other operating expenses
|
465
|
|
|
453
|
|
|
870
|
|
|
825
|
|
||||
Depreciation and amortization
|
87
|
|
|
87
|
|
|
172
|
|
|
170
|
|
||||
Claim loss expense
|
68
|
|
|
69
|
|
|
120
|
|
|
120
|
|
||||
Interest expense
|
32
|
|
|
31
|
|
|
63
|
|
|
60
|
|
||||
Total expenses
|
1,845
|
|
|
1,743
|
|
|
3,434
|
|
|
3,196
|
|
||||
Earnings from continuing operations before income taxes and equity in losses of unconsolidated affiliates
|
289
|
|
|
252
|
|
|
419
|
|
|
382
|
|
||||
Income tax expense
|
98
|
|
|
95
|
|
|
148
|
|
|
142
|
|
||||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates
|
191
|
|
|
157
|
|
|
271
|
|
|
240
|
|
||||
Equity in earnings of unconsolidated affiliates
|
3
|
|
|
—
|
|
|
6
|
|
|
2
|
|
||||
Net earnings
|
194
|
|
|
157
|
|
|
277
|
|
|
242
|
|
||||
Less: Net earnings (loss) attributable to non-controlling interests
|
7
|
|
|
(3
|
)
|
|
17
|
|
|
(4
|
)
|
||||
Net earnings attributable to FNF Group common shareholders
|
$
|
187
|
|
|
$
|
160
|
|
|
$
|
260
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
0.69
|
|
|
$
|
0.57
|
|
|
$
|
0.95
|
|
|
$
|
0.88
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
0.67
|
|
|
$
|
0.56
|
|
|
$
|
0.93
|
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNF Group common stock, basic basis
|
272
|
|
|
279
|
|
|
273
|
|
|
278
|
|
||||
Weighted average shares outstanding FNF Group common stock, diluted basis
|
281
|
|
|
287
|
|
|
281
|
|
|
287
|
|
|
Six months ended June 30,
|
||||||
|
|||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
277
|
|
|
$
|
242
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
172
|
|
|
170
|
|
||
Equity in earnings of unconsolidated affiliates
|
(6
|
)
|
|
(2
|
)
|
||
Gain on sales of investments and other assets, net
|
—
|
|
|
(8
|
)
|
||
Impairment of assets
|
3
|
|
|
—
|
|
||
Stock-based compensation cost
|
25
|
|
|
27
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net decrease (increase) in pledged cash, pledged investments, and secured trust deposits
|
3
|
|
|
(2
|
)
|
||
Net increase in trade receivables
|
(30
|
)
|
|
(68
|
)
|
||
Net increase in prepaid expenses and other assets
|
(47
|
)
|
|
(53
|
)
|
||
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
|
(61
|
)
|
|
(47
|
)
|
||
Net increase (decrease) in reserve for title claim losses
|
7
|
|
|
(9
|
)
|
||
Net change in amount due to affiliates
|
(5
|
)
|
|
(3
|
)
|
||
Net change in income taxes
|
11
|
|
|
138
|
|
||
Net cash provided by operating activities
|
349
|
|
|
385
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities available for sale
|
165
|
|
|
405
|
|
||
Proceeds from calls and maturities of investment securities available for sale
|
215
|
|
|
159
|
|
||
Additions to property and equipment and capitalized software
|
(153
|
)
|
|
(80
|
)
|
||
Purchases of investment securities available for sale
|
(350
|
)
|
|
(606
|
)
|
||
Net proceeds from (purchases of) short-term investment securities
|
212
|
|
|
(6
|
)
|
||
Purchases of other long-term investments
|
—
|
|
|
(21
|
)
|
||
Contributions to investments in unconsolidated affiliates
|
(62
|
)
|
|
(23
|
)
|
||
Distributions from investments in unconsolidated affiliates
|
39
|
|
|
—
|
|
||
Net other investing activities
|
6
|
|
|
(1
|
)
|
||
Acquisition of eLynx Holdings, Inc., net of cash acquired
|
(115
|
)
|
|
—
|
|
||
Acquisition of BPG Holdings, LLC, net of cash acquired
|
—
|
|
|
(43
|
)
|
||
Other acquisitions/disposals of businesses, net of cash acquired
|
(60
|
)
|
|
(12
|
)
|
||
Net cash used in investing activities
|
(103
|
)
|
|
(228
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
55
|
|
|
1,229
|
|
||
Debt service payments
|
(96
|
)
|
|
(1,304
|
)
|
||
Additional investment in non-controlling interest
|
—
|
|
|
(6
|
)
|
||
Proceeds from BKFS IPO
|
—
|
|
|
475
|
|
||
Dividends paid
|
(115
|
)
|
|
(106
|
)
|
||
Subsidiary dividends paid to non-controlling interest shareholders
|
(3
|
)
|
|
(2
|
)
|
||
Exercise of stock options
|
12
|
|
|
14
|
|
||
Payment of contingent consideration for prior period acquisitions
|
(2
|
)
|
|
—
|
|
||
Distributions by BKFS to member
|
—
|
|
|
(17
|
)
|
||
Purchases of treasury stock
|
(146
|
)
|
|
(35
|
)
|
||
Net cash (used in) provided by financing activities
|
(295
|
)
|
|
248
|
|
||
Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
(49
|
)
|
|
405
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period
|
641
|
|
|
525
|
|
||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period
|
$
|
592
|
|
|
$
|
930
|
|
•
|
Restaurant Group.
This segment consists of the operations of ABRH, in which we hold a
55%
ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn, Bakers Square, and Legendary Baking restaurant and food service concepts. As of and for the six months ended June 30, 2015, this segment also included the results of J. Alexander's, Inc. ("J. Alexander's"), which was distributed to FNFV shareholders on September 28, 2015, and the Max & Erma's concept, which was sold pursuant to an Asset Purchase Agreement on January 25, 2016.
|
•
|
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.
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|||||
Investments:
|
|
|
|
|
|||
Fixed maturity securities available for sale, at fair value
|
$
|
22
|
|
|
$
|
—
|
|
Equity securities available for sale, at fair value
|
43
|
|
|
36
|
|
||
Investments in unconsolidated affiliates
|
474
|
|
|
396
|
|
||
Other long-term investments
|
23
|
|
|
27
|
|
||
Short-term investments
|
105
|
|
|
244
|
|
||
Total investments
|
667
|
|
|
703
|
|
||
Cash and cash equivalents
|
22
|
|
|
31
|
|
||
Trade and notes receivables, net of allowance
|
46
|
|
|
43
|
|
||
Goodwill
|
194
|
|
|
188
|
|
||
Prepaid expenses and other assets
|
61
|
|
|
64
|
|
||
Capitalized software, net
|
11
|
|
|
11
|
|
||
Other intangible assets, net
|
174
|
|
|
166
|
|
||
Property and equipment, net
|
248
|
|
|
233
|
|
||
Deferred tax asset
|
74
|
|
|
75
|
|
||
Total assets
|
$
|
1,497
|
|
|
$
|
1,514
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|||||
Liabilities:
|
|
|
|
|
|||
Accounts payable and other accrued liabilities
|
$
|
180
|
|
|
$
|
191
|
|
Income taxes payable
|
9
|
|
|
6
|
|
||
Deferred revenue
|
15
|
|
|
24
|
|
||
Notes payable
|
219
|
|
|
200
|
|
||
Due to affiliates
|
15
|
|
|
10
|
|
||
Total liabilities
|
438
|
|
|
431
|
|
||
Equity:
|
|
|
|
|
|||
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 67,241,506 and 72,217,882 as of June 30, 2016 and December 31, 2015, respectively, and issued of 80,581,608 and 80,581,466 as of June 30, 2016 and December 31, 2015, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,160
|
|
|
1,156
|
|
||
Retained earnings (deficit)
|
8
|
|
|
(3
|
)
|
||
Accumulated other comprehensive loss
|
(66
|
)
|
|
(76
|
)
|
||
Less: treasury stock, 13,340,102 and 8,363,584 shares as of June 30, 2016 and December 31, 2015, respectively
|
(162
|
)
|
|
(108
|
)
|
||
Total Fidelity National Financial Ventures shareholders’ equity
|
940
|
|
|
969
|
|
||
Noncontrolling interests
|
119
|
|
|
114
|
|
||
Total equity
|
1,059
|
|
|
1,083
|
|
||
Total liabilities and equity
|
$
|
1,497
|
|
|
$
|
1,514
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Revenues:
|
|
|
|
|
|
||||||||||
Operating revenue
|
$
|
332
|
|
|
$
|
401
|
|
|
$
|
663
|
|
|
$
|
878
|
|
Interest and investment income
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Realized gains and losses, net
|
15
|
|
|
(1
|
)
|
|
12
|
|
|
(1
|
)
|
||||
Total revenues
|
348
|
|
|
400
|
|
|
677
|
|
|
878
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Personnel costs
|
40
|
|
|
38
|
|
|
78
|
|
|
76
|
|
||||
Other operating expenses
|
28
|
|
|
29
|
|
|
55
|
|
|
123
|
|
||||
Cost of restaurant revenue
|
245
|
|
|
313
|
|
|
490
|
|
|
619
|
|
||||
Depreciation and amortization
|
15
|
|
|
17
|
|
|
30
|
|
|
34
|
|
||||
Interest expense
|
1
|
|
|
1
|
|
|
4
|
|
|
3
|
|
||||
Total expenses
|
329
|
|
|
398
|
|
|
657
|
|
|
855
|
|
||||
Earnings from continuing operations before income taxes and equity in losses of unconsolidated affiliates
|
19
|
|
|
2
|
|
|
20
|
|
|
23
|
|
||||
Income tax expense (benefit)
|
3
|
|
|
(7
|
)
|
|
2
|
|
|
(4
|
)
|
||||
Earnings from continuing operations before equity in losses of unconsolidated affiliates
|
16
|
|
|
9
|
|
|
18
|
|
|
27
|
|
||||
Equity in (losses) earnings of unconsolidated affiliates
|
(4
|
)
|
|
4
|
|
|
(5
|
)
|
|
1
|
|
||||
Net earnings
|
12
|
|
|
13
|
|
|
13
|
|
|
28
|
|
||||
Less: Net earnings attributable to non-controlling interests
|
2
|
|
|
3
|
|
|
2
|
|
|
18
|
|
||||
Net earnings attributable to FNFV Group common shareholders
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
10
|
|
Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Net earnings per share from continuing operations attributable to FNFV Group common shareholders
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to FNFV Group common shareholders
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.15
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding FNFV Group common stock, basic basis
|
67
|
|
|
78
|
|
|
69
|
|
|
84
|
|
||||
Weighted average shares outstanding FNFV Group common stock, diluted basis
|
70
|
|
|
80
|
|
|
71
|
|
|
86
|
|
|
Six months ended June 30,
|
||||||
|
|||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
13
|
|
|
$
|
28
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
30
|
|
|
34
|
|
||
Equity in losses (earnings) of unconsolidated affiliates
|
5
|
|
|
(1
|
)
|
||
Gain on sales of investments and other assets, net
|
(12
|
)
|
|
(1
|
)
|
||
Gain on sale of Cascade Timberlands
|
—
|
|
|
(12
|
)
|
||
Stock-based compensation cost
|
4
|
|
|
5
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net (increase) decrease in trade receivables
|
(2
|
)
|
|
2
|
|
||
Net decrease in prepaid expenses and other assets
|
4
|
|
|
7
|
|
||
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
|
(20
|
)
|
|
(29
|
)
|
||
Net change in amount due to affiliates
|
5
|
|
|
3
|
|
||
Net change in income taxes
|
(3
|
)
|
|
(32
|
)
|
||
Net cash provided by operating activities
|
24
|
|
|
4
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of cost method and other investments
|
36
|
|
|
6
|
|
||
Additions to property and equipment and capitalized software
|
(27
|
)
|
|
(22
|
)
|
||
Contributions to investments in unconsolidated affiliates
|
(67
|
)
|
|
—
|
|
||
Net proceeds from (purchases of) short-term investment securities
|
139
|
|
|
(41
|
)
|
||
Purchases of investment securities available for sale
|
(37
|
)
|
|
—
|
|
||
Distributions from investments in unconsolidated affiliates
|
4
|
|
|
144
|
|
||
Net other investing activities
|
—
|
|
|
(2
|
)
|
||
Acquisition of Compass/Prospective, net of cash acquired
|
—
|
|
|
(19
|
)
|
||
Proceeds from sale of Cascade Timberlands
|
—
|
|
|
56
|
|
||
Other acquisitions/disposals of businesses, net of cash acquired
|
(44
|
)
|
|
—
|
|
||
Net cash provided by investing activities
|
4
|
|
|
122
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings
|
32
|
|
|
105
|
|
||
Debt service payments
|
(14
|
)
|
|
(4
|
)
|
||
Equity and debt issuance costs
|
—
|
|
|
(1
|
)
|
||
Purchases of treasury stock
|
(55
|
)
|
|
(218
|
)
|
||
Net cash used in financing activities
|
(37
|
)
|
|
(118
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(9
|
)
|
|
8
|
|
||
Cash and cash equivalents at beginning of period
|
31
|
|
|
39
|
|
||
Cash and cash equivalents at end of period
|
$
|
22
|
|
|
$
|
47
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
|
|
||||
Majority Owned Subsidiaries consolidated into the results of FNFV:
|
|
|
|
||||
American Blue Ribbon Holdings, LLC
|
$
|
176
|
|
|
$
|
169
|
|
Digital Insurance, LLC
|
74
|
|
|
73
|
|
||
Minority Owned Subsidiaries or other ventures:
|
|
|
|
||||
Ceridian/Fleetcor (33% minority equity interest)
|
442
|
|
|
363
|
|
||
Del Frisco's Restaurant Group
|
43
|
|
|
34
|
|
||
Holding Company cash and short term investments
|
106
|
|
|
245
|
|
||
Financial investments
|
24
|
|
|
44
|
|
||
Real estate investments
|
47
|
|
|
35
|
|
||
Other ventures
|
28
|
|
|
6
|
|
||
Total FNFV Book Value
|
$
|
940
|
|
|
$
|
969
|
|