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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-1725106
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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601 Riverside Avenue
Jacksonville, Florida 32204
(Address of principal executive offices, including zip code)
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(904) 854-8100
(Registrant’s telephone number,
including area code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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FNF Common Stock, $0.0001 par value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
Number
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Item 1.
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Business
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•
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Title.
This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty products. 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.
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Corporate and Other.
This
segment consists of the operations of the parent holding company, our various real estate brokerage businesses, and Commissions, Inc. ("CINC") and other real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.
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Autonomy and entrepreneurship;
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Bias for action;
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Customer-oriented and motivated;
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Minimize bureaucracy;
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Employee ownership; and
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Highest standard of conduct.
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•
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Continue to operate multiple title brands independently
. We believe that in order to maintain and strengthen our title insurance customer base, we must operate our strongest brands in a given marketplace independently of each other. Our national and regional brands include Fidelity National Title, Chicago Title, Commonwealth Land Title, Lawyers Title, Ticor Title, Alamo Title, and National Title of New York. In our largest markets, we operate multiple brands. This approach allows us to continue to attract customers who identify with a particular brand and allows us to utilize a broader base of local agents and local operations than we would have with a single consolidated brand.
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Consistently deliver superior customer service.
We believe customer service and consistent product delivery are the most important factors in attracting and retaining customers. Our ability to provide superior customer service and consistent
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Manage our operations successfully through business cycles
. We operate in a cyclical industry and our ability to diversify our revenue base within our core title insurance business and manage the duration of our investments may allow us to better operate in this cyclical business. Maintaining a broad geographic revenue base, utilizing both direct and independent agency operations and pursuing both residential and commercial title insurance business help diversify our title insurance revenues. We continue to monitor, evaluate and execute upon the consolidation of administrative functions, legal entity structure, and office consolidation, as necessary, to respond to the continually changing marketplace. We maintain shorter durations on our investment portfolio to mitigate our interest rate risk. A more detailed discussion of our investment strategies is included in “Investment Policies and Investment Portfolio.”
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Continue to improve our products and technology.
As a national provider of real estate transaction products and services, we participate in an industry that is subject to significant change, frequent new product and service introductions and evolving industry standards. We believe that our future success will depend in part on our ability to anticipate industry changes and offer products and services that meet evolving industry standards. In connection with our service offerings, we are continuing to deploy new information system technologies to our direct and agency operations. We expect to improve the process of ordering title and escrow services and improve the delivery of our products to our customers.
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Maintain values supporting our strategy.
We believe that our continued focus on and support of our long-established corporate culture will reinforce and support our business strategy. Our goal is to foster and support a corporate culture where our employees and agents seek to operate independently and maintain profitability at the local level while forming close customer relationships by meeting customer needs and improving customer service. Utilizing a relatively flat managerial structure and providing our employees with a sense of individual ownership support this goal.
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Effectively manage costs based on economic factors.
We believe that our focus on our operating margins is essential to our continued success in the title insurance business. Regardless of the business cycle in which we may be operating, we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where economic conditions dictate. This continual focus on our cost structure helps us to better maintain our operating margins.
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The customer, typically a real estate salesperson or broker, escrow agent, attorney or lender, places an order for a title policy.
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Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.
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After the relevant historical data on the property is compiled, the title officer prepares a preliminary report that documents the current status of title to the property, any exclusions, exceptions and/or limitations that the title company might include in the policy, and specific issues that need to be addressed and resolved by the parties to the transaction before the title policy will be issued.
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The preliminary report is circulated to all the parties for satisfaction of any specific issues.
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After the specific issues identified in the preliminary report are satisfied, an escrow agent closes the transaction in accordance with the instructions of the parties and the title company’s conditions.
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Once the transaction is closed and all monies have been released, the title company issues a title insurance policy.
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higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;
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continuity of service levels to a broad range of customers; and
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additional sources of income through escrow and closing services.
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Year Ended December 31,
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2017
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2016
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2015
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Amount
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%
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Amount
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%
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Amount
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(Dollars in millions)
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Direct
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$
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2,170
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44.3
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%
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$
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2,097
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44.4
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%
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$
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2,009
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46.9
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%
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Agency
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2,723
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55.7
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2,626
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55.6
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2,277
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53.1
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Total title insurance premiums
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$
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4,893
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100.0
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%
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$
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4,723
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100.0
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%
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$
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4,286
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100.0
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%
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•
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10% of the insurer’s statutory surplus as of the immediately prior year end; or
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the statutory net income of the insurer during the prior calendar year.
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S&P
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Moody’s
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FNF family of companies
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A
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A3
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An S&P "A" rating is the third highest rating of 10 ratings for S&P. According to S&P, an “A” rating represents an investment grade company that, in its opinion, has strong capacity to meet financial commitments, but is somewhat susceptible to adverse economic conditions.
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A Moody's "A3" rating is the third highest rating of 9 ratings for Moody's. Moody's states that companies rated “A3” are judged to be upper-medium grade and are subject to low credit risk.
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Alamo Title Insurance
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A'
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Chicago Title Insurance Company
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A''
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Commonwealth Land Title Insurance Company
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A'
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Fidelity National Title Insurance Company
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A'
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National Title Insurance of New York
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A'
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December 31,
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2017
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2016
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Amortized
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% of
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Fair
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% of
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Amortized
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% of
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Fair
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% of
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Rating(1)
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Cost
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Total
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Value
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Total
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Cost
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Total
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Value
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Total
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(Dollars in millions)
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Aaa/AAA
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$
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398
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18.8
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%
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$
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396
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18.5
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%
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$
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418
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15.4
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%
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$
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412
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15.1
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%
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Aa/AA
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335
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15.9
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337
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15.8
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519
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19.2
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525
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19.3
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A
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575
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27.3
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578
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27.2
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849
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31.4
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856
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31.5
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Baa/BBB
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510
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24.1
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519
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24.3
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723
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26.6
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728
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26.7
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Ba/BB/B
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155
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7.3
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159
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7.4
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98
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3.6
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97
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3.6
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Lower
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45
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2.1
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49
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2.3
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53
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2.0
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55
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2.0
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Other
(2)
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95
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4.5
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97
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4.5
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48
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1.8
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49
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1.8
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$
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2,113
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100.0
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%
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$
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2,135
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100.0
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%
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$
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2,708
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100.0
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%
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$
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2,722
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100.0
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%
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(1)
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Ratings as assigned by Moody’s Investors Service or Standard & Poor’s Ratings Group if a Moody's rating is unavailable.
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(2)
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This category is composed of unrated securities.
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December 31, 2017
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Amortized
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% of
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Fair
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% of
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Maturity
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Cost
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Total
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Value
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Total
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||||||
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(Dollars in millions)
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One year or less
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$
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496
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27.5
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%
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$
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496
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27.3
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%
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After one year through five years
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1,219
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67.5
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1,227
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67.5
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After five years through ten years
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31
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1.7
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32
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1.8
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After ten years
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5
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0.3
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5
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0.3
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Mortgage-backed/asset-backed securities
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55
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3.0
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56
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3.1
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$
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1,806
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100
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%
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$
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1,816
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100
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%
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December 31,
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||||||||||
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2017
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2016
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2015
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(Dollars in millions)
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Net investment income (1)
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$
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139
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$
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141
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$
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137
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Average invested assets
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$
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3,296
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$
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3,936
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$
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4,020
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Effective return on average invested assets
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4.2
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%
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3.6
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%
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3.4
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%
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(1)
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Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments and to exclude interest earned on cash and cash equivalents.
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Year Ended December 31,
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2017
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2016
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2015
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Amount
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%
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Amount
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%
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Amount
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%
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|||||||||
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(Dollars in millions)
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California
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$
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708
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14.5
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%
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$
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690
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14.6
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%
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$
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649
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15.1
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%
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Texas
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693
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14.2
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670
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14.2
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616
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14.4
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Florida
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392
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8.0
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364
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7.7
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349
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8.1
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New York
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311
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6.3
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336
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7.1
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349
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8.1
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Illinois
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283
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5.8
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267
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5.7
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243
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5.7
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All others
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2,506
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51.2
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2,396
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50.7
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2,080
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48.6
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Totals
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$
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4,893
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100.0
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%
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$
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4,723
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100.0
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%
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$
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4,286
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100.0
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%
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•
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changes in general economic, business, and political conditions, including changes in the financial markets;
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•
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the severity of our title insurance claims;
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•
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downgrade of our credit rating by rating agencies;
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•
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adverse changes in the level of real estate activity, which may be caused by, among other things, high or increasing interest rates, a limited supply of mortgage funding, increased mortgage defaults, or a weak U.S. economy;
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•
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compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators;
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•
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regulatory investigations of the title insurance industry;
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•
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loss of key personnel that could negatively affect our financial results and impair our operating abilities;
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our business concentration in the States of California and Texas are the source of approximately
14.5%
and
14.2%
, respectively, of our title insurance premiums;
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•
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our potential inability to find suitable acquisition candidates, as well as the risks associated with acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties integrating acquisitions;
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•
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our dependence on distributions from our title insurance underwriters as our main source of cash flow;
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•
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competition from other title insurance companies; and
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•
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other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.
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•
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when mortgage interest rates are high or increasing;
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•
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when the mortgage funding supply is limited; and
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•
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when the United States economy is weak, including high unemployment levels.
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•
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licensing requirements;
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•
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trade and marketing practices;
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•
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accounting and financing practices;
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•
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disclosure requirements on key terms of mortgage loans;
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•
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capital and surplus requirements;
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•
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the amount of dividends and other payments made by insurance subsidiaries;
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•
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investment practices;
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•
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rate schedules;
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•
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deposits of securities for the benefit of policyholders;
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•
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establishing reserves; and
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•
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regulation of reinsurance.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Stock Price High
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Stock Price Low
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Cash Dividends
Declared
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||||||
Year ended December 31, 2017
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|||
First quarter
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$
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27.64
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$
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23.54
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$
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0.25
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Second quarter
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31.91
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26.99
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|
0.25
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|
|||
Third quarter
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34.78
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31.54
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0.25
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|
|||
Fourth quarter
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40.35
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33.84
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0.27
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|||
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||||||
Year ended December 31, 2016
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|||
First quarter
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$
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23.19
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$
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19.97
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$
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0.21
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Second quarter
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25.76
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|
21.63
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|
|
0.21
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|
|||
Third quarter
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26.40
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24.92
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|
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0.21
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|||
Fourth quarter
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25.65
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22.01
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0.25
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|
12/31/2012
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
|
||||||
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||||||
Fidelity National Financial, Inc.
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100.00
|
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141.40
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186.97
|
|
192.43
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|
193.40
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317.26
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|
S&P 500
|
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100.00
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132.39
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150.51
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152.59
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170.84
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208.14
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Peer Group
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|
100.00
|
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120.24
|
|
146.83
|
|
158.07
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|
172.47
|
|
249.23
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Operating Data:
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|
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|
|
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|
|||||||
Revenue
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$
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7,663
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|
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$
|
7,257
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|
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$
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6,664
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|
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$
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5,647
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|
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$
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5,950
|
|
Expenses:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel costs
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2,460
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|
|
2,275
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|
|
2,137
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|
|
1,921
|
|
|
1,881
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|
|||||
Agent commissions
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2,089
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|
|
1,998
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|
|
1,731
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|
|
1,471
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|
|
1,789
|
|
|||||
Other operating expenses
|
1,781
|
|
|
1,648
|
|
|
1,557
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|
|
1,367
|
|
|
1,189
|
|
|||||
Depreciation and amortization
|
183
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|
|
160
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|
|
150
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|
|
148
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|
|
68
|
|
|||||
Provision for title claim losses
|
238
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|
|
157
|
|
|
246
|
|
|
228
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|
|
291
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|
|||||
Interest expense
|
48
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|
|
64
|
|
|
73
|
|
|
91
|
|
|
68
|
|
|||||
|
6,799
|
|
|
6,302
|
|
|
5,894
|
|
|
5,226
|
|
|
5,286
|
|
|||||
Earnings before income taxes, equity in earnings (loss) of unconsolidated affiliates, and noncontrolling interest
|
864
|
|
|
955
|
|
|
770
|
|
|
421
|
|
|
664
|
|
|||||
Income tax expense
|
235
|
|
|
347
|
|
|
274
|
|
|
175
|
|
|
238
|
|
|||||
Earnings before equity in earnings of unconsolidated affiliates
|
629
|
|
|
608
|
|
|
496
|
|
|
246
|
|
|
426
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
10
|
|
|
14
|
|
|
5
|
|
|
3
|
|
|
4
|
|
|||||
Earnings from continuing operations, net of tax
|
639
|
|
|
622
|
|
|
501
|
|
|
249
|
|
|
430
|
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
155
|
|
|
70
|
|
|
60
|
|
|
270
|
|
|
(19
|
)
|
|||||
Net earnings
|
794
|
|
|
692
|
|
|
561
|
|
|
519
|
|
|
411
|
|
|||||
Less: net earnings (loss) attributable to noncontrolling interests
|
23
|
|
|
42
|
|
|
34
|
|
|
(64
|
)
|
|
17
|
|
|||||
Net earnings attributable to FNF common shareholders
|
$
|
771
|
|
|
$
|
650
|
|
|
$
|
527
|
|
|
$
|
583
|
|
|
$
|
394
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in millions, except share data)
|
||||||||||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic net earnings per share attributable to Old FNF common shareholders
|
|
|
|
|
|
|
$
|
0.33
|
|
|
$
|
1.71
|
|
||||||
Basic net earnings per share attributable to FNF Group common shareholders
|
$
|
2.44
|
|
|
$
|
2.40
|
|
|
$
|
1.95
|
|
|
0.77
|
|
|
|
|||
Basic net earnings (loss) per share attributable to FNFV Group common shareholders
|
$
|
1.68
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.16
|
)
|
|
3.04
|
|
|
|
|||
Weighted average shares outstanding Old FNF, basic basis (1)
|
|
|
|
|
|
|
138
|
|
|
230
|
|
||||||||
Weighted average shares outstanding FNF Group, basic basis (1)
|
271
|
|
|
272
|
|
|
277
|
|
|
138
|
|
|
|
||||||
Weighted average shares outstanding FNFV Group, basic basis (1)
|
65
|
|
|
67
|
|
|
79
|
|
|
46
|
|
|
|
||||||
Diluted net earnings per share attributable to Old FNF common shareholders
|
|
|
|
|
|
|
$
|
0.32
|
|
|
$
|
1.68
|
|
||||||
Diluted net earnings per share attributable to FNF Group common shareholders
|
$
|
2.38
|
|
|
$
|
2.34
|
|
|
$
|
1.89
|
|
|
0.75
|
|
|
|
|||
Diluted net earnings (loss) per share attributable to FNFV Group common shareholders
|
$
|
1.63
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.16
|
)
|
|
3.01
|
|
|
|
|||
Weighted average shares outstanding Old FNF, diluted basis (1)
|
|
|
|
|
|
|
142
|
|
|
235
|
|
||||||||
Weighted average shares outstanding FNF Group, diluted basis (1)
|
278
|
|
|
280
|
|
|
286
|
|
|
142
|
|
|
|
||||||
Weighted average shares outstanding FNFV Group, diluted basis (1)
|
67
|
|
|
70
|
|
|
82
|
|
|
47
|
|
|
|
||||||
Dividends declared per share of Old FNF common stock
|
|
|
|
|
|
|
|
$
|
0.36
|
|
|
$
|
0.66
|
|
|||||
Dividends declared per share of FNF Group common stock
|
$
|
1.02
|
|
|
$
|
0.88
|
|
|
$
|
0.80
|
|
|
$
|
0.37
|
|
|
|
||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investments (2)
|
$
|
3,371
|
|
|
$
|
3,782
|
|
|
$
|
4,015
|
|
|
$
|
3,694
|
|
|
$
|
3,387
|
|
Cash and cash equivalents (3)
|
1,110
|
|
|
1,049
|
|
|
696
|
|
|
604
|
|
|
1,815
|
|
|||||
Total assets
|
9,151
|
|
|
14,521
|
|
|
14,043
|
|
|
13,868
|
|
|
10,573
|
|
|||||
Notes payable
|
759
|
|
|
987
|
|
|
981
|
|
|
2,086
|
|
|
983
|
|
|||||
Reserve for title claim losses
|
1,490
|
|
|
1,487
|
|
|
1,583
|
|
|
1,621
|
|
|
1,636
|
|
|||||
Redeemable NCI
|
344
|
|
|
344
|
|
|
344
|
|
|
715
|
|
|
—
|
|
|||||
Equity
|
4,467
|
|
|
6,898
|
|
|
6,588
|
|
|
6,073
|
|
|
5,535
|
|
|||||
Book value per share Old FNF
|
|
|
|
|
|
|
|
|
|
|
$
|
22.14
|
|
||||||
Book value per share FNF Group (4)
|
$
|
17.53
|
|
|
$
|
22.81
|
|
|
$
|
21.21
|
|
|
$
|
18.87
|
|
|
|
||
Book value per share FNFV Group (4)
|
|
|
$
|
15.54
|
|
|
$
|
15.05
|
|
|
$
|
16.31
|
|
|
|
||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Orders opened by direct title operations (in 000's)
|
1,942
|
|
|
2,184
|
|
|
2,092
|
|
|
1,914
|
|
|
2,181
|
|
|||||
Orders closed by direct title operations (in 000's)
|
1,428
|
|
|
1,575
|
|
|
1,472
|
|
|
1,319
|
|
|
1,708
|
|
|||||
Provision for title insurance claim losses as a percent of title insurance premiums (5)
|
4.9
|
%
|
|
3.3
|
%
|
|
5.7
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
|||||
Title-related revenue (6):
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage direct operations
|
63.8
|
%
|
|
63.2
|
%
|
|
65.1
|
%
|
|
64.8
|
%
|
|
59.5
|
%
|
|||||
Percentage agency operations
|
36.2
|
%
|
|
36.8
|
%
|
|
34.9
|
%
|
|
35.2
|
%
|
|
40.5
|
%
|
(1)
|
Weighted average shares outstanding as of December 31, 2014 includes 25,920,078 FNF shares that were issued as part of the acquisition of LPS on January 2, 2014 and 91,711,237 FNFV shares that were issued as part of the recapitalization completed on June 30, 2014. Weighted average shares outstanding as of December 31, 2013 includes 19,837,500 shares that were issued as part of an equity offering by FNF on October 31, 2013.
|
(2)
|
Investments as of
December 31, 2017
,
2016
,
2015
,
2014
, and
2013
, include securities pledged to secured trust deposits of
$367 million
,
$544 million
,
$608 million
,
$499 million
, and
$261 million
, respectively.
|
(3)
|
Cash and cash equivalents as of
December 31, 2017
,
2016
,
2015
,
2014
, and
2013
include cash pledged to secured trust deposits of
$475 million
,
$331 million
,
$108 million
,
$136 million
, and
$339 million
, respectively.
|
(4)
|
Book value per share is calculated as equity at December 31 of each year presented divided by actual shares outstanding at December 31 of each year presented.
|
(5)
|
Includes the effects of the release of $97 million of excess reserves in the quarter ended December 31, 2016.
|
(6)
|
Includes title insurance premiums and escrow, title-related and other fees.
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
1,643
|
|
|
$
|
2,059
|
|
|
$
|
1,986
|
|
|
$
|
1,975
|
|
Earnings from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, and noncontrolling interest
|
128
|
|
|
274
|
|
|
242
|
|
|
220
|
|
||||
Net earnings attributable to FNF Group common shareholders
|
71
|
|
|
175
|
|
|
170
|
|
|
246
|
|
||||
Net earnings (loss) attributable to FNFV Group common shareholders
|
1
|
|
|
121
|
|
|
(5
|
)
|
|
(8
|
)
|
||||
Basic earnings per share attributable to FNF Group common shareholders
|
0.26
|
|
|
0.65
|
|
|
0.63
|
|
|
0.90
|
|
||||
Basic earnings (loss) per share attributable to FNFV Group common shareholders
|
0.02
|
|
|
1.83
|
|
|
(0.08
|
)
|
|
(0.12
|
)
|
||||
Diluted earnings per share attributable to FNF Group common shareholders
|
0.25
|
|
|
0.63
|
|
|
0.62
|
|
|
0.88
|
|
||||
Diluted earnings (loss) per share attributable to FNFV Group common shareholders
|
0.01
|
|
|
1.81
|
|
|
(0.08
|
)
|
|
(0.12
|
)
|
||||
Dividends paid per share FNF Group common stock
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
|
0.27
|
|
||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,492
|
|
|
$
|
1,894
|
|
|
$
|
1,948
|
|
|
$
|
1,923
|
|
Earnings from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, and noncontrolling interest
|
101
|
|
|
261
|
|
|
251
|
|
|
342
|
|
||||
Net earnings attributable to FNF Group common shareholders
|
73
|
|
|
187
|
|
|
163
|
|
|
231
|
|
||||
Net earnings (loss) attributable to FNFV Group common shareholders
|
1
|
|
|
10
|
|
|
(7
|
)
|
|
(8
|
)
|
||||
Basic earnings per share attributable to FNF Group common shareholders
|
0.27
|
|
|
0.69
|
|
|
0.60
|
|
|
0.85
|
|
||||
Basic earnings (loss) per share attributable to FNFV Group common shareholders
|
0.01
|
|
|
0.15
|
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
Diluted earnings per share attributable to FNF Group common shareholders
|
0.26
|
|
|
0.67
|
|
|
0.58
|
|
|
0.83
|
|
||||
Diluted earnings (loss) per share attributable to FNFV Group common shareholders
|
0.01
|
|
|
0.14
|
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
Dividends paid per share FNF Group common stock
|
0.21
|
|
|
0.21
|
|
|
0.21
|
|
|
0.25
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(Dollars in millions, except per share data)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue, continuing operations
|
$
|
1,643
|
|
|
$
|
2,059
|
|
|
$
|
1,986
|
|
|
|
||
Revenue, discontinued operations (1)
|
574
|
|
|
828
|
|
|
279
|
|
|
|
|||||
Revenue, as reported (2)
|
2,217
|
|
|
2,887
|
|
|
2,265
|
|
|
|
|||||
Earnings from continuing operations
|
128
|
|
|
274
|
|
|
242
|
|
|
|
|||||
Earnings from continuing operations, subsequently discontinued (1)
|
33
|
|
|
256
|
|
|
(21
|
)
|
|
|
|||||
Earnings from continuing operations, as reported (2)
|
161
|
|
|
530
|
|
|
221
|
|
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue, continuing operations
|
$
|
1,492
|
|
|
$
|
1,894
|
|
|
$
|
1,948
|
|
|
$
|
1,923
|
|
Revenue, discontinued operations (1)
|
556
|
|
|
588
|
|
|
569
|
|
|
584
|
|
||||
Revenue, as reported (2)
|
2,048
|
|
|
2,482
|
|
|
2,517
|
|
|
2,507
|
|
||||
Earnings from continuing operations
|
101
|
|
|
261
|
|
|
251
|
|
|
342
|
|
||||
Earnings from continuing operations, subsequently discontinued (1)
|
30
|
|
|
47
|
|
|
20
|
|
|
20
|
|
||||
Earnings from continuing operations, as reported (2)
|
131
|
|
|
308
|
|
|
271
|
|
|
362
|
|
(1)
|
Represents total revenue and earnings from Black Knight and FNFV.
|
(2)
|
As previously reported on our corresponding Form 10-Q or Form 10-K.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
mortgage interest rates;
|
•
|
mortgage funding supply; and
|
•
|
strength of the United States economy, including employment levels.
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Purchase transactions
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Refinance transactions
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
0.6
|
|
|
1.0
|
|
|||||
Total U.S. mortgage originations
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
2.1
|
|
|
|
December 31, 2017
|
|
|
%
|
|
December 31, 2016
|
|
%
|
|||||
|
|
(in millions)
|
||||||||||||
Known claims
|
|
$
|
159
|
|
|
10.7
|
%
|
|
$
|
166
|
|
|
11.2
|
%
|
IBNR
|
|
1,331
|
|
|
89.3
|
|
|
1,321
|
|
|
88.8
|
|
||
Total Reserve for Title Claim Losses
|
|
$
|
1,490
|
|
|
100.0
|
%
|
|
$
|
1,487
|
|
|
100.0
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Beginning balance
|
$
|
1,487
|
|
|
$
|
1,583
|
|
|
$
|
1,621
|
|
Change in reinsurance recoverable
|
(4
|
)
|
|
(8
|
)
|
|
1
|
|
|||
Claims loss provision related to:
|
|
|
|
|
|
||||||
Current year
|
219
|
|
|
236
|
|
|
224
|
|
|||
Prior years (1)
|
19
|
|
|
(79
|
)
|
|
22
|
|
|||
Total title claims loss provision
|
238
|
|
|
157
|
|
|
246
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(8
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Prior years
|
(223
|
)
|
|
(235
|
)
|
|
(278
|
)
|
|||
Total title claims paid, net of recoupments
|
(231
|
)
|
|
(245
|
)
|
|
(285
|
)
|
|||
Ending balance
|
$
|
1,490
|
|
|
$
|
1,487
|
|
|
$
|
1,583
|
|
Title premiums
|
$
|
4,893
|
|
|
$
|
4,723
|
|
|
$
|
4,286
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Provision for claim losses as a percentage of title insurance premiums:
|
|
|
|
|
|
|
|
|
Current year
|
4.5
|
%
|
|
5.0
|
%
|
|
5.2
|
%
|
Prior years
|
0.4
|
|
|
(1.7
|
)
|
|
0.5
|
|
Total provision
|
4.9
|
%
|
|
3.3
|
%
|
|
5.7
|
%
|
|
|
Loss Payments
|
|
Claims Management Expenses
|
|
Recoupments
|
|
Net Loss Payments
|
||||||||
Year ended December 31, 2017
|
|
$
|
145
|
|
|
$
|
121
|
|
|
$
|
(35
|
)
|
|
$
|
231
|
|
Year ended December 31, 2016
|
|
179
|
|
|
121
|
|
|
(55
|
)
|
|
245
|
|
||||
Year ended December 31, 2015
|
|
211
|
|
|
137
|
|
|
(63
|
)
|
|
285
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
195
|
|
State and political subdivisions
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
||||
Corporate debt securities
|
—
|
|
|
1,117
|
|
|
—
|
|
|
1,117
|
|
||||
Foreign government bonds
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||
Preferred stock available for sale
|
23
|
|
|
296
|
|
|
—
|
|
|
319
|
|
||||
Equity securities available for sale
|
681
|
|
|
—
|
|
|
—
|
|
|
681
|
|
||||
Total assets
|
$
|
704
|
|
|
$
|
2,112
|
|
|
$
|
—
|
|
|
$
|
2,816
|
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
117
|
|
State and political subdivisions
|
—
|
|
|
615
|
|
|
—
|
|
|
615
|
|
||||
Corporate debt securities
|
—
|
|
|
1,508
|
|
|
—
|
|
|
1,508
|
|
||||
Foreign government bonds
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Preferred stock available for sale
|
32
|
|
|
283
|
|
|
—
|
|
|
315
|
|
||||
Equity securities available for sale
|
386
|
|
|
—
|
|
|
—
|
|
|
386
|
|
||||
Total assets
|
$
|
418
|
|
|
$
|
2,690
|
|
|
$
|
—
|
|
|
$
|
3,108
|
|
•
|
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
|
•
|
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
|
•
|
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
|
•
|
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
|
•
|
Mortgage-backed/asset-backed securities: These securities are comprised of commercial mortgage-backed securities, agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.
|
•
|
Preferred stock: Preferred stocks are valued by calculating the appropriate spread over a comparable US Treasury security. Inputs include benchmark quotes and other relevant market data.
|
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Market
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Australia
|
$
|
22
|
|
|
$
|
22
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
Belgium
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Cayman Islands
|
171
|
|
|
167
|
|
|
4
|
|
|
—
|
|
|
171
|
|
|||||
Canada
|
61
|
|
|
62
|
|
|
1
|
|
|
(2
|
)
|
|
61
|
|
|||||
China
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
France
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Germany
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
Ireland
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Japan
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Norway
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
New Zealand
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Switzerland
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
United Kingdom
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Total
|
$
|
458
|
|
|
$
|
455
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
458
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in millions)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,170
|
|
|
$
|
2,097
|
|
|
$
|
2,009
|
|
Agency title insurance premiums
|
2,723
|
|
|
2,626
|
|
|
2,277
|
|
|||
Escrow, title-related and other fees
|
2,637
|
|
|
2,416
|
|
|
2,246
|
|
|||
Interest and investment income
|
131
|
|
|
126
|
|
|
121
|
|
|||
Realized gains and losses, net
|
2
|
|
|
(8
|
)
|
|
11
|
|
|||
Total revenue
|
7,663
|
|
|
7,257
|
|
|
6,664
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,460
|
|
|
2,275
|
|
|
2,137
|
|
|||
Agent commissions
|
2,089
|
|
|
1,998
|
|
|
1,731
|
|
|||
Other operating expenses
|
1,781
|
|
|
1,648
|
|
|
1,557
|
|
|||
Depreciation and amortization
|
183
|
|
|
160
|
|
|
150
|
|
|||
Provision for title claim losses
|
238
|
|
|
157
|
|
|
246
|
|
|||
Interest expense
|
48
|
|
|
64
|
|
|
73
|
|
|||
Total expenses
|
6,799
|
|
|
6,302
|
|
|
5,894
|
|
|||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
864
|
|
|
955
|
|
|
770
|
|
|||
Income tax expense
|
235
|
|
|
347
|
|
|
274
|
|
|||
Equity in earnings of unconsolidated affiliates
|
10
|
|
|
14
|
|
|
5
|
|
|||
Net earnings from continuing operations
|
$
|
639
|
|
|
$
|
622
|
|
|
$
|
501
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,170
|
|
|
$
|
2,097
|
|
|
$
|
2,009
|
|
Agency title insurance premiums
|
2,723
|
|
|
2,626
|
|
|
2,277
|
|
|||
Escrow, title-related and other fees
|
2,181
|
|
|
2,128
|
|
|
2,005
|
|
|||
Interest and investment income
|
131
|
|
|
127
|
|
|
123
|
|
|||
Realized gains and losses, net
|
6
|
|
|
—
|
|
|
14
|
|
|||
Total revenue
|
7,211
|
|
|
6,978
|
|
|
6,428
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,366
|
|
|
2,214
|
|
|
2,090
|
|
|||
Other operating expenses
|
1,404
|
|
|
1,436
|
|
|
1,381
|
|
|||
Agent commissions
|
2,089
|
|
|
1,998
|
|
|
1,731
|
|
|||
Depreciation and amortization
|
159
|
|
|
148
|
|
|
144
|
|
|||
Provision for title claim losses
|
238
|
|
|
157
|
|
|
246
|
|
|||
Total expenses
|
6,256
|
|
|
5,953
|
|
|
5,592
|
|
|||
Earnings before income taxes
|
$
|
955
|
|
|
$
|
1,025
|
|
|
$
|
836
|
|
Orders opened by direct title operations (in 000's)
|
1,942
|
|
|
2,184
|
|
|
2,092
|
|
|||
Orders closed by direct title operations (in 000's)
|
1,428
|
|
|
1,575
|
|
|
1,472
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Title premiums from direct operations
|
$
|
2,170
|
|
|
44.3
|
%
|
|
$
|
2,097
|
|
|
44.4
|
%
|
|
$
|
2,009
|
|
|
46.9
|
%
|
Title premiums from agency operations
|
2,723
|
|
|
55.7
|
|
|
2,626
|
|
|
55.6
|
|
|
2,277
|
|
|
53.1
|
|
|||
Total title premiums
|
$
|
4,893
|
|
|
100.0
|
%
|
|
$
|
4,723
|
|
|
100.0
|
%
|
|
$
|
4,286
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Agent title premiums
|
$
|
2,723
|
|
|
100.0
|
%
|
|
$
|
2,626
|
|
|
100.0
|
%
|
|
$
|
2,277
|
|
|
100.0
|
%
|
Agent commissions
|
2,089
|
|
|
76.7
|
|
|
1,998
|
|
|
76.1
|
|
|
1,731
|
|
|
76.0
|
|
|||
Net retained agent premiums
|
$
|
634
|
|
|
23.3
|
%
|
|
$
|
628
|
|
|
23.9
|
%
|
|
$
|
546
|
|
|
24.0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Escrow, title-related and other fees
|
$
|
456
|
|
|
$
|
288
|
|
|
$
|
241
|
|
Interest and investment income
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Realized gains and losses, net
|
(4
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
Total revenue
|
452
|
|
|
279
|
|
|
236
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
94
|
|
|
61
|
|
|
47
|
|
|||
Other operating expenses
|
377
|
|
|
212
|
|
|
176
|
|
|||
Depreciation and amortization
|
24
|
|
|
12
|
|
|
6
|
|
|||
Interest expense
|
48
|
|
|
64
|
|
|
73
|
|
|||
Total expenses
|
543
|
|
|
349
|
|
|
302
|
|
|||
Earnings before income taxes
|
$
|
(91
|
)
|
|
$
|
(70
|
)
|
|
$
|
(66
|
)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Notes payable
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
700
|
|
|
$
|
—
|
|
|
$
|
767
|
|
Operating lease payments
|
150
|
|
|
127
|
|
|
98
|
|
|
71
|
|
|
46
|
|
|
44
|
|
|
536
|
|
|||||||
Pension and other benefit payments
|
18
|
|
|
16
|
|
|
16
|
|
|
15
|
|
|
14
|
|
|
99
|
|
|
178
|
|
|||||||
Title claim losses
|
230
|
|
|
218
|
|
|
174
|
|
|
149
|
|
|
96
|
|
|
623
|
|
|
1,490
|
|
|||||||
Interest on fixed rate notes payable
|
25
|
|
|
22
|
|
|
22
|
|
|
22
|
|
|
15
|
|
|
—
|
|
|
106
|
|
|||||||
Total
|
$
|
489
|
|
|
$
|
383
|
|
|
$
|
311
|
|
|
$
|
257
|
|
|
$
|
871
|
|
|
$
|
766
|
|
|
$
|
3,077
|
|
•
|
future mortgage interest rates, which will affect the number of real estate and refinancing transactions and, therefore, the rate at which title insurance claims will emerge;
|
•
|
the legal environment whereby court decisions and reinterpretations of title insurance policy language to broaden coverage could increase total obligations and influence claim payout patterns;
|
•
|
events such as fraud, escrow theft, multiple property title defects, foreclosure rates and individual large loss events that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments; and
|
•
|
loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments.
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
|
Page
Number
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions, except share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Direct title insurance premiums
|
$
|
2,170
|
|
|
$
|
2,097
|
|
|
$
|
2,009
|
|
Agency title insurance premiums
|
2,723
|
|
|
2,626
|
|
|
2,277
|
|
|||
Escrow, title-related and other fees
|
2,637
|
|
|
2,416
|
|
|
2,246
|
|
|||
Interest and investment income
|
131
|
|
|
126
|
|
|
121
|
|
|||
Realized gains and losses, net
|
2
|
|
|
(8
|
)
|
|
11
|
|
|||
Total revenues
|
7,663
|
|
|
7,257
|
|
|
6,664
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel costs
|
2,460
|
|
|
2,275
|
|
|
2,137
|
|
|||
Agent commissions
|
2,089
|
|
|
1,998
|
|
|
1,731
|
|
|||
Other operating expenses
|
1,781
|
|
|
1,648
|
|
|
1,557
|
|
|||
Depreciation and amortization
|
183
|
|
|
160
|
|
|
150
|
|
|||
Provision for title claim losses
|
238
|
|
|
157
|
|
|
246
|
|
|||
Interest expense
|
48
|
|
|
64
|
|
|
73
|
|
|||
Total expenses
|
6,799
|
|
|
6,302
|
|
|
5,894
|
|
|||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
864
|
|
|
955
|
|
|
770
|
|
|||
Income tax expense on continuing operations
|
235
|
|
|
347
|
|
|
274
|
|
|||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates
|
629
|
|
|
608
|
|
|
496
|
|
|||
Equity in earnings of unconsolidated affiliates
|
10
|
|
|
14
|
|
|
5
|
|
|||
Net earnings from continuing operations
|
639
|
|
|
622
|
|
|
501
|
|
|||
Earnings from discontinued operations, net of tax
|
155
|
|
|
70
|
|
|
60
|
|
|||
Net earnings
|
794
|
|
|
692
|
|
|
561
|
|
|||
Less: Net earnings attributable to non-controlling interests
|
23
|
|
|
42
|
|
|
34
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
771
|
|
|
$
|
650
|
|
|
$
|
527
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Fidelity National Financial, Inc., common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net earnings from continuing operations, attributable to FNF Group common shareholders
|
$
|
639
|
|
|
$
|
627
|
|
|
$
|
511
|
|
Net earnings from discontinued operations, attributable to FNF Group common shareholders
|
23
|
|
|
27
|
|
|
29
|
|
|||
Net earnings attributable to FNF Group common shareholders
|
$
|
662
|
|
|
$
|
654
|
|
|
$
|
540
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) from discontinued operations attributable to FNFV Group common shareholders
|
$
|
109
|
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
||||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to FNF Group common shareholders
|
$
|
2.36
|
|
|
$
|
2.31
|
|
|
$
|
1.85
|
|
Net earnings from discontinued operations attributable to FNF Group common shareholders
|
0.08
|
|
|
0.09
|
|
|
0.10
|
|
|||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
2.44
|
|
|
$
|
2.40
|
|
|
$
|
1.95
|
|
Net earnings (loss) per share from discontinued operations attributable to FNFV Group common shareholders
|
$
|
1.68
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
|
|
|
|
|
||||||
Net earnings from continuing operations attributable to FNF Group common shareholders
|
$
|
2.30
|
|
|
$
|
2.24
|
|
|
$
|
1.79
|
|
Net earnings from discontinued operations attributable to FNF Group common shareholders
|
0.08
|
|
|
0.10
|
|
|
0.10
|
|
|||
Net earnings per share attributable to FNF Group common shareholders
|
$
|
2.38
|
|
|
$
|
2.34
|
|
|
$
|
1.89
|
|
Net earnings (loss) per share from discontinued operations attributable to FNFV Group common shareholders
|
$
|
1.63
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.16
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding FNF Group common stock, basic basis
|
271
|
|
|
272
|
|
|
277
|
|
|||
Weighted average shares outstanding FNF Group common stock, diluted basis
|
278
|
|
|
280
|
|
|
286
|
|
|||
Cash dividends paid per share FNF Group common stock
|
$
|
1.02
|
|
|
$
|
0.88
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding FNFV Group common stock, basic basis
|
65
|
|
|
67
|
|
|
79
|
|
|||
Weighted average shares outstanding FNFV Group common stock, diluted basis
|
67
|
|
|
70
|
|
|
82
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Net earnings
|
$
|
794
|
|
|
$
|
692
|
|
|
$
|
561
|
|
Other comprehensive earnings (loss), net of tax:
|
|
|
|
|
|
|
|
|
|||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
|
25
|
|
|
38
|
|
|
(38
|
)
|
|||
Unrealized gain (loss) relating to investments in unconsolidated affiliates (2)
|
12
|
|
|
10
|
|
|
(27
|
)
|
|||
Unrealized gain (loss) on foreign currency translation and cash flow hedging(3)
|
6
|
|
|
2
|
|
|
(8
|
)
|
|||
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)
|
3
|
|
|
—
|
|
|
—
|
|
|||
Minimum pension liability adjustment (5)
|
9
|
|
|
6
|
|
|
2
|
|
|||
Other comprehensive earnings (loss)
|
55
|
|
|
56
|
|
|
(71
|
)
|
|||
Comprehensive earnings
|
849
|
|
|
748
|
|
|
490
|
|
|||
Less: Comprehensive earnings attributable to noncontrolling interests
|
25
|
|
|
41
|
|
|
34
|
|
|||
Comprehensive earnings attributable to Fidelity National Financial Inc. common shareholders
|
$
|
824
|
|
|
$
|
707
|
|
|
$
|
456
|
|
Comprehensive earnings attributable to FNF Group common shareholders
|
$
|
709
|
|
|
$
|
703
|
|
|
$
|
494
|
|
Comprehensive earnings (loss) attributable to FNFV Group common shareholders
|
$
|
115
|
|
|
$
|
4
|
|
|
$
|
(38
|
)
|
(1)
|
Net of income tax expense (benefit) of
$16 million
,
$23 million
, and
$(23) million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(2)
|
Net of income tax expense (benefit) of
$7 million
,
$6 million
, and
$(17) million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(3)
|
Net of income tax expense (benefit) of
$4 million
,
$1 million
, and
$(7) million
for the years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
(4)
|
Net of income tax expense of
$2 million
for the year ended
December 31, 2017
.
|
(5)
|
Net of income tax expense of
$3 million
for the years ended
December 31, 2017
,
2016
, and
2015
, respectively.
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
FNF Group Common Stock
|
|
FNFV Group Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
Redeemable Non-controlling Interests
|
|||||||||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
|
|
|||||||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2014
|
279
|
|
|
$
|
—
|
|
|
93
|
|
|
$
|
—
|
|
|
$
|
4,855
|
|
|
$
|
1,150
|
|
|
$
|
2
|
|
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
79
|
|
|
$
|
6,073
|
|
|
$
|
715
|
|
Gain on Black Knight IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(43
|
)
|
|
—
|
|
|||||||||
Proceeds Black Knight IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475
|
|
|
475
|
|
|
—
|
|
|||||||||
Exercise of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|||||||||
Purchase of additional interest in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||||||||
Tax benefit associated with the exercise of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|||||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Equity offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized loss on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(3
|
)
|
|
59
|
|
|||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
(505
|
)
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|||||||||
Contributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||||||||
Sale of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|
—
|
|
|||||||||
Reclassification of redeemable NCI resulting from IPO/share conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
430
|
|
|
(430
|
)
|
|||||||||
Retirement of treasury shares
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Distribution of J. Alexander's to FNFV Shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(94
|
)
|
|
—
|
|
|||||||||
Dilution of ownership in affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
561
|
|
|
—
|
|
|||||||||
Balance, December 31, 2015
|
282
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,795
|
|
|
$
|
1,374
|
|
|
$
|
(69
|
)
|
|
15
|
|
|
$
|
(346
|
)
|
|
$
|
834
|
|
|
$
|
6,588
|
|
|
$
|
344
|
|
Exercise of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|||||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
37
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
58
|
|
|
—
|
|
|||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(268
|
)
|
|
—
|
|
|
(268
|
)
|
|
—
|
|
|||||||||
Debt conversion settled in cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
692
|
|
|
—
|
|
|||||||||
Balance, December 31, 2016
|
285
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,848
|
|
|
$
|
1,784
|
|
|
$
|
(13
|
)
|
|
27
|
|
|
$
|
(623
|
)
|
|
$
|
902
|
|
|
$
|
6,898
|
|
|
$
|
344
|
|
See Notes to Consolidated Financial Statements.
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
FNF Group Common Stock
|
|
FNFV Group Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Earnings (Loss)
|
|
Treasury Stock
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|
Redeemable Non-controlling Interests
|
|||||||||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
|
|
|
Shares
|
|
$
|
|
|
|
|||||||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2016
|
285
|
|
|
$
|
—
|
|
|
81
|
|
|
$
|
—
|
|
|
$
|
4,848
|
|
|
$
|
1,784
|
|
|
$
|
(13
|
)
|
|
27
|
|
|
$
|
(623
|
)
|
|
$
|
902
|
|
|
$
|
6,898
|
|
|
$
|
344
|
|
Exercise of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|||||||||
Issuance of restricted stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
27
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — unrealized gain on foreign currency and cash flow hedging
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||||||
Other comprehensive earnings — minimum pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
44
|
|
|
—
|
|
|||||||||
Purchase of additional interest in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||||||||
Shares withheld for taxes and in treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
|
||||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||||||||
Sale of consolidated subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|||||||||
Debt conversions settled in cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|||||||||
Acquisitions of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|||||||||
Black Knight repurchases of BKFS stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|
—
|
|
|||||||||
Spin-off of Black Knight
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(823
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(801
|
)
|
|
(1,624
|
)
|
|
—
|
|
|||||||||
Distribution of FNFV to Cannae Holdings
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
(1,236
|
)
|
|
69
|
|
|
(16
|
)
|
|
196
|
|
|
(98
|
)
|
|
(1,069
|
)
|
|
—
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
—
|
|
|||||||||
Subsidiary dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
794
|
|
|
—
|
|
|||||||||
Balance, December 31, 2017
|
288
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,587
|
|
|
$
|
217
|
|
|
$
|
111
|
|
|
13
|
|
|
$
|
(468
|
)
|
|
$
|
20
|
|
|
$
|
4,467
|
|
|
$
|
344
|
|
See Notes to Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
794
|
|
|
$
|
692
|
|
|
$
|
561
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
389
|
|
|
431
|
|
|
410
|
|
|||
Equity in losses of unconsolidated affiliates
|
2
|
|
|
8
|
|
|
16
|
|
|||
Net loss on sales of investments and other assets, net
|
16
|
|
|
2
|
|
|
13
|
|
|||
Gain on sale of OneDigital
|
(276
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Cascade Timberlands
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Stock-based compensation cost
|
44
|
|
|
58
|
|
|
56
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|||
Net increase in pledged cash, pledged investments and secured trust deposits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net (increase) decrease in trade receivables
|
(11
|
)
|
|
(14
|
)
|
|
7
|
|
|||
Net increase in prepaid expenses and other assets
|
(60
|
)
|
|
(4
|
)
|
|
(95
|
)
|
|||
Net (decrease) increase in accounts payable, accrued liabilities, deferred revenue and other
|
(31
|
)
|
|
87
|
|
|
(2
|
)
|
|||
Net increase (decrease) in reserve for title claim losses
|
3
|
|
|
(96
|
)
|
|
(38
|
)
|
|||
Net change in income taxes
|
(133
|
)
|
|
(2
|
)
|
|
37
|
|
|||
Net cash provided by operating activities
|
737
|
|
|
1,162
|
|
|
951
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from sales of investment securities available for sale
|
434
|
|
|
238
|
|
|
775
|
|
|||
Proceeds from calls and maturities of investment securities available for sale
|
626
|
|
|
452
|
|
|
383
|
|
|||
Proceeds from sales of other assets
|
4
|
|
|
6
|
|
|
2
|
|
|||
Proceeds from the sale of cost method and other investments
|
21
|
|
|
36
|
|
|
14
|
|
|||
Additions to property and equipment and capitalized software
|
(149
|
)
|
|
(290
|
)
|
|
(241
|
)
|
|||
Purchases of investment securities available for sale
|
(643
|
)
|
|
(598
|
)
|
|
(1,102
|
)
|
|||
Purchases of other long-term investments
|
(86
|
)
|
|
—
|
|
|
(27
|
)
|
|||
Net (purchases of) proceeds from short-term investment activities
|
(164
|
)
|
|
493
|
|
|
(565
|
)
|
|||
Contributions to investments in unconsolidated affiliates
|
(78
|
)
|
|
(166
|
)
|
|
(97
|
)
|
|||
Distributions from unconsolidated affiliates
|
104
|
|
|
139
|
|
|
353
|
|
|||
Net other investing activities
|
(7
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|||
Proceeds from the sale of OneDigital
|
325
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of T-System Holding LLC, net of cash acquired
|
(202
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Title Guaranty of Hawaii, net of cash acquired
|
(93
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of BPG Holdings, LLC, net of cash acquired
|
—
|
|
|
—
|
|
|
(43
|
)
|
|||
Proceeds from sale of Cascade Timberlands
|
—
|
|
|
—
|
|
|
56
|
|
|||
Acquisition of Commissions, Inc., net of cash acquired
|
—
|
|
|
(229
|
)
|
|
—
|
|
|||
Acquisition of eLynx Holdings, Inc., net of cash acquired
|
—
|
|
|
(115
|
)
|
|
—
|
|
|||
Acquisitions of Real Geeks, LLC and Sky Slope, Inc., net of cash acquired
|
(82
|
)
|
|
—
|
|
|
—
|
|
|||
Other acquisitions/disposals of businesses, net of cash acquired
|
(105
|
)
|
|
(213
|
)
|
|
(68
|
)
|
|||
Net cash used in investing activities
|
(95
|
)
|
|
(254
|
)
|
|
(571
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings
|
785
|
|
|
132
|
|
|
1,360
|
|
|||
Debt service payments
|
(996
|
)
|
|
(200
|
)
|
|
(1,359
|
)
|
|||
Additional investment in noncontrolling interest
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Equity portion of debt conversions paid in cash
|
(317
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Proceeds from Black Knight IPO
|
—
|
|
|
—
|
|
|
475
|
|
|||
Distributions by Black Knight to member
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||
Debt and equity issuance costs
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Black Knight treasury stock repurchases of BKFS stock
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Cash transferred in J. Alexander's spin-off
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||
Cash transferred in the Black Knight spin-off
|
(87
|
)
|
|
—
|
|
|
—
|
|
|||
Cash transferred in the FNFV split-off
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(278
|
)
|
|
(239
|
)
|
|
(220
|
)
|
|||
Subsidiary dividends paid to noncontrolling interest shareholders
|
(9
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|||
Exercise of stock options
|
31
|
|
|
19
|
|
|
26
|
|
|||
Payment of contingent consideration for prior period acquisitions
|
(16
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Payment for shares withheld for taxes and in treasury
|
(18
|
)
|
|
(9
|
)
|
|
(13
|
)
|
|||
Purchases of treasury stock
|
(23
|
)
|
|
(276
|
)
|
|
(498
|
)
|
|||
Net cash used in financing activities
|
(999
|
)
|
|
(588
|
)
|
|
(272
|
)
|
|||
Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits
|
(357
|
)
|
|
320
|
|
|
108
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year
|
992
|
|
|
672
|
|
|
564
|
|
|||
Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year
|
$
|
635
|
|
|
$
|
992
|
|
|
$
|
672
|
|
Note A.
|
Business and Summary of Significant Accounting Policies
|
|
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates)
|
|
Unrealized (loss) gain relating to investments in unconsolidated affiliates
|
|
Unrealized (loss) gain on foreign currency translation and cash flow hedging
|
|
Minimum pension liability adjustment
|
|
Total Accumulated Other Comprehensive (Loss) Earnings
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance December 31, 2015
|
48
|
|
|
(78
|
)
|
|
(15
|
)
|
|
(24
|
)
|
|
(69
|
)
|
|||||
Other comprehensive earnings
|
38
|
|
|
10
|
|
|
2
|
|
|
6
|
|
|
56
|
|
|||||
Balance December 31, 2016
|
86
|
|
|
(68
|
)
|
|
(13
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|||||
Other comprehensive earnings
|
25
|
|
|
12
|
|
|
6
|
|
|
9
|
|
|
52
|
|
|||||
Reclassification adjustments
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Distribution of FNFV to Cannae Holdings
|
2
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||
Balance December 31, 2017
|
$
|
116
|
|
|
$
|
11
|
|
|
$
|
(7
|
)
|
|
$
|
(9
|
)
|
|
$
|
111
|
|
Total cash paid
|
$
|
98
|
|
Less: Cash acquired
|
(5
|
)
|
|
Total net consideration paid
|
$
|
93
|
|
|
Fair Value
|
||
Accounts receivable
|
$
|
1
|
|
Property and equipment
|
4
|
|
|
Other intangible assets
|
60
|
|
|
Goodwill
|
40
|
|
|
Title plant
|
3
|
|
|
Prepaid expenses and other
|
1
|
|
|
Total assets acquired
|
109
|
|
|
Accounts payable and accrued liabilities
|
5
|
|
|
Total liabilities assumed
|
5
|
|
|
Non-controlling interests assumed
|
11
|
|
|
Total liabilities and equity assumed
|
16
|
|
|
Net assets acquired
|
$
|
93
|
|
|
Gross Carrying Value
|
|
Weighted Average
Estimated Useful Life
(in years)
|
||
Property and equipment
|
$
|
4
|
|
|
5
|
Other intangible assets:
|
|
|
|
||
Customer relationships
|
52
|
|
|
10
|
|
Trade name
|
7
|
|
|
10
|
|
Non-compete agreements
|
1
|
|
|
5
|
|
Total Other intangible assets
|
60
|
|
|
|
|
Total
|
$
|
64
|
|
|
|
Cash paid
|
$
|
92
|
|
Less: Cash acquired
|
(3
|
)
|
|
Total net consideration paid
|
$
|
89
|
|
|
Fair Value
|
||
Trade and notes receivable
|
$
|
5
|
|
Other intangible assets
|
68
|
|
|
Goodwill
|
48
|
|
|
Prepaid expenses and other assets
|
1
|
|
|
Title plant
|
2
|
|
|
Property and equipment, net
|
3
|
|
|
Total assets acquired
|
127
|
|
|
Accounts payable and accrued liabilities
|
30
|
|
|
Deferred tax liability
|
8
|
|
|
Total liabilities assumed
|
38
|
|
|
Net assets acquired
|
$
|
89
|
|
|
Gross Carrying Value
|
|
Weighted Average
Estimated Useful Life
(in years)
|
||
Other intangible assets:
|
|
|
|
||
Customer relationships
|
$
|
57
|
|
|
10
|
Trade name
|
6
|
|
|
10
|
|
Non-compete agreements
|
1
|
|
|
5
|
|
Computer software
|
2
|
|
|
3
|
|
Other
|
2
|
|
|
1
|
|
Total Other intangible assets
|
$
|
68
|
|
|
|
Total purchase price
|
$
|
101
|
|
Less: Cash acquired
|
(3
|
)
|
|
Total net assets acquired
|
98
|
|
|
Less: Contingent consideration payable
|
(16
|
)
|
|
Total net cash paid
|
$
|
82
|
|
|
Fair Value
|
||
Other intangible assets
|
$
|
38
|
|
Goodwill
|
92
|
|
|
Property and equipment, net
|
1
|
|
|
Total assets acquired
|
131
|
|
|
Accounts payable and accrued liabilities
|
1
|
|
|
Deferred tax liability
|
9
|
|
|
Total liabilities assumed
|
10
|
|
|
Non-controlling interests
|
23
|
|
|
Total liabilities and equity assumed
|
33
|
|
|
Net assets acquired
|
$
|
98
|
|
|
Gross Carrying Value
|
|
Weighted Average
Estimated Useful Life
(in years)
|
||
Property and equipment, net
|
$
|
1
|
|
|
1 - 5
|
Other intangible assets:
|
|
|
|
||
Customer relationships
|
14
|
|
|
10
|
|
Trade name
|
5
|
|
|
10
|
|
Non-compete agreements
|
2
|
|
|
5
|
|
Computer software
|
17
|
|
|
7
|
|
Total Other intangible assets
|
$
|
38
|
|
|
|
Cash paid
|
$
|
240
|
|
Less: Cash Acquired
|
(11
|
)
|
|
Total net consideration paid
|
$
|
229
|
|
|
Fair Value
|
||
Trade and notes receivable, net
|
$
|
1
|
|
Prepaid and other assets
|
2
|
|
|
Other intangible assets
|
90
|
|
|
Goodwill
|
165
|
|
|
Income taxes receivable
|
2
|
|
|
Total assets acquired
|
260
|
|
|
Accounts payable and accrued liabilities
|
7
|
|
|
Deferred tax liability
|
12
|
|
|
Total liabilities assumed
|
19
|
|
|
Non-controlling interests
|
12
|
|
|
Total liabilities and equity assumed
|
31
|
|
|
Net assets acquired
|
$
|
229
|
|
|
Gross Carrying Value
|
|
Weighted Average
Estimated Useful Life
(in years)
|
||
Other intangible assets:
|
|
|
|
||
Customer relationships
|
$
|
46
|
|
|
10
|
Tradename
|
13
|
|
|
10
|
|
Computer software
|
28
|
|
|
7
|
|
Non-compete agreements
|
3
|
|
|
4
|
|
Total Other intangible assets
|
$
|
90
|
|
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Total revenues
|
$
|
7,285
|
|
|
$
|
6,695
|
|
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
653
|
|
|
529
|
|
Note C.
|
Fair Value Measurements
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Fixed-maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
195
|
|
|
$
|
—
|
|
|
$
|
195
|
|
State and political subdivisions
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
||||
Corporate debt securities
|
—
|
|
|
1,117
|
|
|
—
|
|
|
1,117
|
|
||||
Foreign government bonds
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||
Preferred stock available for sale
|
23
|
|
|
296
|
|
|
—
|
|
|
319
|
|
||||
Equity securities available for sale
|
681
|
|
|
—
|
|
|
—
|
|
|
681
|
|
||||
Total
|
$
|
704
|
|
|
$
|
2,112
|
|
|
$
|
—
|
|
|
$
|
2,816
|
|
|
December 31, 2016
|
||||||||||||||
|
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
|
—
|
|
|
615
|
|
|
—
|
|
|
615
|
|
||||
Corporate debt securities
|
—
|
|
|
1,508
|
|
|
—
|
|
|
1,508
|
|
||||
Foreign government bonds
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Preferred stock available for sale
|
32
|
|
|
283
|
|
|
—
|
|
|
315
|
|
||||
Equity securities available for sale
|
386
|
|
|
—
|
|
|
—
|
|
|
386
|
|
||||
Total
|
$
|
418
|
|
|
$
|
2,690
|
|
|
$
|
—
|
|
|
$
|
3,108
|
|
•
|
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
|
•
|
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
|
•
|
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
|
•
|
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
|
•
|
Mortgage-backed/asset-backed securities: These securities are comprised of commercial mortgage-backed securities, agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.
|
•
|
Preferred stock: Preferred stocks are valued by calculating the appropriate spread over a comparable US Treasury security. Inputs include benchmark quotes and other relevant market data.
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
195
|
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
195
|
|
States and political subdivisions
|
391
|
|
|
387
|
|
|
4
|
|
|
—
|
|
|
391
|
|
|||||
Corporate debt securities
|
1,117
|
|
|
1,110
|
|
|
11
|
|
|
(4
|
)
|
|
1,117
|
|
|||||
Foreign government bonds
|
57
|
|
|
58
|
|
|
1
|
|
|
(2
|
)
|
|
57
|
|
|||||
Mortgage-backed/asset-backed securities
|
56
|
|
|
55
|
|
|
1
|
|
|
—
|
|
|
56
|
|
|||||
Preferred stock available for sale
|
319
|
|
|
307
|
|
|
12
|
|
|
—
|
|
|
319
|
|
|||||
Equity securities available for sale
|
681
|
|
|
517
|
|
|
172
|
|
|
(8
|
)
|
|
681
|
|
|||||
Total
|
$
|
2,816
|
|
|
$
|
2,630
|
|
|
$
|
201
|
|
|
$
|
(15
|
)
|
|
$
|
2,816
|
|
|
December 31, 2016
|
||||||||||||||||||
|
Carrying
Value
|
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity investments available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government and agencies
|
$
|
117
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117
|
|
States and political subdivisions
|
615
|
|
|
607
|
|
|
9
|
|
|
(1
|
)
|
|
615
|
|
|||||
Corporate debt securities
|
1,508
|
|
|
1,499
|
|
|
15
|
|
|
(6
|
)
|
|
1,508
|
|
|||||
Foreign government bonds
|
109
|
|
|
117
|
|
|
—
|
|
|
(8
|
)
|
|
109
|
|
|||||
Mortgage-backed/asset-backed securities
|
58
|
|
|
56
|
|
|
2
|
|
|
—
|
|
|
58
|
|
|||||
Preferred stock available for sale
|
315
|
|
|
312
|
|
|
6
|
|
|
(3
|
)
|
|
315
|
|
|||||
Equity securities available for sale
|
386
|
|
|
278
|
|
|
108
|
|
|
—
|
|
|
386
|
|
|||||
Total
|
$
|
3,108
|
|
|
$
|
2,986
|
|
|
$
|
140
|
|
|
$
|
(18
|
)
|
|
$
|
3,108
|
|
|
December 31, 2017
|
||||||||||||
Maturity
|
Amortized Cost
|
|
% of
Total
|
|
Fair
Value
|
|
% of
Total
|
||||||
|
(Dollars in millions)
|
||||||||||||
One year or less
|
$
|
496
|
|
|
27.5
|
%
|
|
$
|
496
|
|
|
27.3
|
%
|
After one year through five years
|
1,219
|
|
|
67.5
|
|
|
1,227
|
|
|
67.5
|
|
||
After five years through ten years
|
31
|
|
|
1.7
|
|
|
32
|
|
|
1.8
|
|
||
After ten years
|
5
|
|
|
0.3
|
|
|
5
|
|
|
0.3
|
|
||
Mortgage-backed/asset-backed securities
|
55
|
|
|
3.0
|
|
|
56
|
|
|
3.1
|
|
||
|
$
|
1,806
|
|
|
100.0
|
%
|
|
$
|
1,816
|
|
|
100.0
|
%
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Corporate debt securities
|
$
|
464
|
|
|
$
|
(3
|
)
|
|
$
|
51
|
|
|
$
|
(1
|
)
|
|
$
|
515
|
|
|
$
|
(4
|
)
|
U.S. government and agencies
|
149
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
149
|
|
|
(1
|
)
|
||||||
Foreign government bonds
|
—
|
|
|
—
|
|
|
10
|
|
|
(2
|
)
|
|
10
|
|
|
(2
|
)
|
||||||
Equity securities available for sale
|
121
|
|
|
(7
|
)
|
|
5
|
|
|
(1
|
)
|
|
126
|
|
|
(8
|
)
|
||||||
Total temporarily impaired securities
|
$
|
734
|
|
|
$
|
(11
|
)
|
|
$
|
66
|
|
|
$
|
(4
|
)
|
|
$
|
800
|
|
|
$
|
(15
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
States and political subdivisions
|
$
|
107
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
(1
|
)
|
Corporate debt securities
|
410
|
|
|
(4
|
)
|
|
11
|
|
|
(2
|
)
|
|
421
|
|
|
(6
|
)
|
||||||
Foreign government bonds
|
85
|
|
|
(4
|
)
|
|
20
|
|
|
(4
|
)
|
|
105
|
|
|
(8
|
)
|
||||||
Preferred stock available for sale
|
55
|
|
|
(2
|
)
|
|
42
|
|
|
(1
|
)
|
|
97
|
|
|
(3
|
)
|
||||||
Total temporarily impaired securities
|
$
|
657
|
|
|
$
|
(11
|
)
|
|
$
|
73
|
|
|
$
|
(7
|
)
|
|
$
|
730
|
|
|
$
|
(18
|
)
|
|
|
Year ended December 31, 2017
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
7
|
|
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
|
$
|
968
|
|
Preferred stock available for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Other long-term investments
|
|
|
|
|
|
9
|
|
|
21
|
|
||||||
Loss on debt conversions
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||||
Property, plant and equipment
|
|
|
|
|
|
2
|
|
|
4
|
|
||||||
Other intangible assets
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||||
Other realized gains and losses, net
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||||
Total
|
|
|
|
|
|
$
|
2
|
|
|
$
|
1,003
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2016
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
4
|
|
|
$
|
(16
|
)
|
|
$
|
(12
|
)
|
|
$
|
624
|
|
Preferred stock available for sale
|
|
1
|
|
|
—
|
|
|
1
|
|
|
9
|
|
||||
Equity securities available for sale
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
|
50
|
|
||||
Investments in unconsolidated affiliates
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||||
Other intangible assets
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||||
Other assets
|
|
|
|
|
|
(3
|
)
|
|
6
|
|
||||||
Total
|
|
|
|
|
|
$
|
(8
|
)
|
|
$
|
689
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year ended December 31, 2015
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale
|
|
$
|
14
|
|
|
$
|
(17
|
)
|
|
$
|
(3
|
)
|
|
$
|
1,076
|
|
Preferred stock available for sale
|
|
1
|
|
|
—
|
|
|
1
|
|
|
58
|
|
||||
Equity securities available for sale
|
|
13
|
|
|
(11
|
)
|
|
2
|
|
|
51
|
|
||||
Other assets
|
|
|
|
|
|
11
|
|
|
—
|
|
||||||
Total
|
|
|
|
|
|
$
|
11
|
|
|
$
|
1,185
|
|
||||
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Cash and cash equivalents
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed maturity securities available for sale
|
61
|
|
|
76
|
|
|
82
|
|
|||
Equity securities and preferred stock available for sale
|
28
|
|
|
28
|
|
|
24
|
|
|||
Short-term investments
|
4
|
|
|
2
|
|
|
—
|
|
|||
Other
|
35
|
|
|
20
|
|
|
15
|
|
|||
Total
|
$
|
131
|
|
|
$
|
126
|
|
|
$
|
121
|
|
Note E.
|
Property and Equipment
|
Note F.
|
Goodwill
|
|
Title
|
|
Corporate and Other
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Balance, December 31, 2015
|
$
|
2,303
|
|
|
$
|
45
|
|
|
$
|
2,348
|
|
Goodwill acquired during the year (1)
|
48
|
|
|
170
|
|
|
218
|
|
|||
Adjustments to prior year acquisitions
|
(6
|
)
|
|
(5
|
)
|
|
(11
|
)
|
|||
Balance, December 31, 2016
|
$
|
2,345
|
|
|
$
|
210
|
|
|
$
|
2,555
|
|
Goodwill acquired during the year (1)
|
84
|
|
|
104
|
|
|
188
|
|
|||
Adjustments to prior year acquisitions
|
3
|
|
|
—
|
|
|
3
|
|
|||
Balance, December 31, 2017
|
$
|
2,432
|
|
|
$
|
314
|
|
|
$
|
2,746
|
|
Note G.
|
Discontinued Operations
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
(in millions)
|
||||||||||
Escrow, title-related and other fees
|
$
|
745
|
|
|
$
|
963
|
|
|
$
|
874
|
|
Realized gains and losses, net
|
(13
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Total revenues
|
732
|
|
|
963
|
|
|
869
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Personnel costs
|
292
|
|
|
393
|
|
|
377
|
|
|||
Other operating expenses
|
145
|
|
|
190
|
|
|
156
|
|
|||
Depreciation and amortization
|
154
|
|
|
208
|
|
|
195
|
|
|||
Interest expense
|
42
|
|
|
62
|
|
|
49
|
|
|||
Total expenses
|
633
|
|
|
853
|
|
|
777
|
|
|||
Earnings from discontinued operations before income taxes
|
99
|
|
|
110
|
|
|
92
|
|
|||
Income tax expense
|
40
|
|
|
36
|
|
|
35
|
|
|||
Net earnings from discontinued operations
|
59
|
|
|
74
|
|
|
57
|
|
|||
Less: Net earnings attributable to non-controlling interests
|
36
|
|
|
47
|
|
|
28
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
23
|
|
|
$
|
27
|
|
|
$
|
29
|
|
|
|
|
|
|
|
||||||
Cash flow from discontinued operations data:
|
|
|
|
|
|
||||||
Net cash provided by operations
|
$
|
240
|
|
|
$
|
326
|
|
|
$
|
248
|
|
Net cash used in investing activities
|
(46
|
)
|
|
(230
|
)
|
|
(103
|
)
|
|
December 31,
2016 |
||
|
(in millions)
|
||
Cash and cash equivalents
|
$
|
130
|
|
Short term investments
|
4
|
|
|
Trade and notes receivable
|
157
|
|
|
Goodwill
|
2,304
|
|
|
Prepaid expenses and other assets
|
184
|
|
|
Capitalized software, net
|
450
|
|
|
Other intangible assets, net
|
359
|
|
|
Property and equipment, net
|
173
|
|
|
Total assets of discontinued operations
|
$
|
3,761
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
287
|
|
Notes payable
|
1,526
|
|
|
Income taxes payable
|
26
|
|
|
Deferred tax liabilities
|
334
|
|
|
Total liabilities of discontinued operations
|
$
|
2,173
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
(in millions)
|
||||||||||
Escrow, title-related and other fees
|
$
|
111
|
|
|
$
|
168
|
|
|
$
|
204
|
|
Restaurant revenue
|
981
|
|
|
1,158
|
|
|
1,412
|
|
|||
Interest and investment income
|
5
|
|
|
3
|
|
|
2
|
|
|||
Realized gains and losses, net
|
277
|
|
|
6
|
|
|
(19
|
)
|
|||
Total revenues
|
1,374
|
|
|
1,335
|
|
|
1,599
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Personnel costs
|
148
|
|
|
165
|
|
|
158
|
|
|||
Other operating expenses
|
94
|
|
|
106
|
|
|
167
|
|
|||
Cost of restaurant revenue
|
861
|
|
|
984
|
|
|
1,195
|
|
|||
Depreciation and amortization
|
51
|
|
|
63
|
|
|
65
|
|
|||
Interest expense
|
9
|
|
|
10
|
|
|
8
|
|
|||
Total expenses
|
1,163
|
|
|
1,328
|
|
|
1,593
|
|
|||
Earnings from discontinued operations before income taxes
|
211
|
|
|
7
|
|
|
6
|
|
|||
Income tax expense (benefit)
|
103
|
|
|
(11
|
)
|
|
(19
|
)
|
|||
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates
|
108
|
|
|
18
|
|
|
25
|
|
|||
Equity in losses of unconsolidated affiliates
|
(12
|
)
|
|
(22
|
)
|
|
(22
|
)
|
|||
Net earnings (loss) from discontinued operations
|
96
|
|
|
(4
|
)
|
|
3
|
|
|||
Less: Net (losses) earnings attributable to non-controlling interests
|
(13
|
)
|
|
—
|
|
|
16
|
|
|||
Net earnings (loss) attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
109
|
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
|
|
|
|
|
||||||
Cash flow from discontinued operations data:
|
|
|
|
|
|
||||||
Net cash (used in) provided by operations
|
$
|
(134
|
)
|
|
$
|
81
|
|
|
$
|
29
|
|
Net cash (used in) provided by investing activities
|
(11
|
)
|
|
67
|
|
|
166
|
|
|
December 31,
2016 |
||
|
(in millions)
|
||
Investments:
|
|
||
Fixed maturities available for sale, at fair value
|
$
|
25
|
|
Equity securities available for sale, at fair value
|
52
|
|
|
Investments in unconsolidated affiliates
|
407
|
|
|
Other long term investments
|
12
|
|
|
Short term investments
|
2
|
|
|
Total investments
|
498
|
|
|
Cash and cash equivalents
|
144
|
|
|
Trade and notes receivable
|
52
|
|
|
Goodwill
|
206
|
|
|
Prepaid expenses and other assets
|
33
|
|
|
Capitalized software, net
|
16
|
|
|
Deferred tax assets
|
58
|
|
|
Other intangible assets, net
|
200
|
|
|
Property and equipment, net
|
251
|
|
|
Total assets of discontinued operations
|
$
|
1,458
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
214
|
|
Notes payable
|
233
|
|
|
Income taxes payable
|
18
|
|
|
Total liabilities of discontinued operations
|
$
|
465
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Earnings from discontinued operations attributable to Black Knight
|
$
|
59
|
|
|
$
|
74
|
|
|
$
|
57
|
|
Earnings (loss) from discontinued operations attributable to FNFV
|
96
|
|
|
(4
|
)
|
|
3
|
|
|||
Total earnings from discontinued operations, net of tax
|
$
|
155
|
|
|
$
|
70
|
|
|
$
|
60
|
|
|
December 31,
2016 |
||
|
(in millions)
|
||
Assets:
|
|
||
Assets of discontinued operations attributable to Black Knight
|
$
|
3,761
|
|
Assets of discontinued operations attributable to FNFV
|
1,458
|
|
|
Total assets of discontinued operations
|
$
|
5,219
|
|
Liabilities:
|
|
||
Liabilities of discontinued operations attributable to Black Knight
|
$
|
2,173
|
|
Liabilities of discontinued operations attributable to FNFV
|
465
|
|
|
Total liabilities of discontinued operations
|
$
|
2,638
|
|
Note H.
|
Other Intangible Assets
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Customer relationships and contracts
|
$
|
860
|
|
|
$
|
748
|
|
Trademarks and tradenames
|
81
|
|
|
74
|
|
||
Computer software
|
357
|
|
|
324
|
|
||
|
1,298
|
|
|
1,146
|
|
||
Accumulated amortization
|
(680
|
)
|
|
(561
|
)
|
||
|
$
|
618
|
|
|
$
|
585
|
|
Note I.
|
Accounts Payable and Other Accrued Liabilities
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Accrued benefits
|
$
|
254
|
|
|
$
|
245
|
|
Salaries and incentives
|
277
|
|
|
267
|
|
||
Accrued rent
|
22
|
|
|
19
|
|
||
Trade accounts payable
|
39
|
|
|
42
|
|
||
Accrued recording fees and transfer taxes
|
17
|
|
|
16
|
|
||
Accrued premium taxes
|
20
|
|
|
26
|
|
||
Deferred revenue
|
107
|
|
|
103
|
|
||
Other accrued liabilities
|
219
|
|
|
215
|
|
||
|
$
|
955
|
|
|
$
|
933
|
|
Note J.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(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
|
|
65
|
|
|
291
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
|
—
|
|
|
300
|
|
||
Revolving Credit Facility, unsecured, unused portion of $500 at December 31, 2017, due April 2022 with interest payable monthly at LIBOR + 1.40% (2.76% at December 31, 2017)
|
|
295
|
|
|
(3
|
)
|
||
Other
|
|
2
|
|
|
2
|
|
||
|
|
$
|
759
|
|
|
$
|
987
|
|
Note K.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings from continuing operations
|
$
|
235
|
|
|
$
|
347
|
|
|
$
|
274
|
|
Tax expense attributable to net earnings from discontinued operations
|
144
|
|
|
25
|
|
|
16
|
|
|||
Other comprehensive earnings (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized gain (loss) on investments and other financial instruments
|
25
|
|
|
29
|
|
|
(40
|
)
|
|||
Unrealized gain (loss) on foreign currency translation and cash flow hedging
|
4
|
|
|
1
|
|
|
(7
|
)
|
|||
Minimum pension liability adjustment
|
3
|
|
|
3
|
|
|
3
|
|
|||
Total income tax expense (benefit) allocated to other comprehensive earnings
|
32
|
|
|
33
|
|
|
(44
|
)
|
|||
Additional paid-in capital, stock-based compensation
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Total income taxes
|
$
|
411
|
|
|
$
|
405
|
|
|
$
|
225
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.8
|
|
|
2.8
|
|
|
3.0
|
|
Deductible dividends paid to FNF 401(k) plan
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
Tax exempt interest income
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.8
|
)
|
Stock compensation
|
(1.4
|
)
|
|
(1.7
|
)
|
|
—
|
|
Tax Credits
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Consolidated Partnerships
|
—
|
|
|
0.2
|
|
|
0.4
|
|
Tax reform
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
Non-deductible expenses and other, net
|
3.2
|
|
|
0.8
|
|
|
(1.6
|
)
|
Effective tax rate
|
27.2
|
%
|
|
36.4
|
%
|
|
35.7
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions)
|
||||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Employee benefit accruals
|
$
|
68
|
|
|
$
|
36
|
|
Net operating loss carryforwards
|
9
|
|
|
22
|
|
||
Insurance reserve discounting
|
26
|
|
|
—
|
|
||
Accrued liabilities
|
10
|
|
|
18
|
|
||
Allowance for uncollectible accounts receivable
|
4
|
|
|
—
|
|
||
Pension plan
|
2
|
|
|
5
|
|
||
Tax credits
|
40
|
|
|
41
|
|
||
State income taxes
|
4
|
|
|
13
|
|
||
Other
|
1
|
|
|
3
|
|
||
Total gross deferred tax asset
|
164
|
|
|
138
|
|
||
Less: valuation allowance
|
22
|
|
|
10
|
|
||
Total deferred tax asset
|
$
|
142
|
|
|
$
|
128
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Title plant
|
$
|
(55
|
)
|
|
$
|
(85
|
)
|
Amortization of goodwill and intangible assets
|
(113
|
)
|
|
(174
|
)
|
||
Other investments
|
(5
|
)
|
|
(4
|
)
|
||
Other
|
(13
|
)
|
|
(11
|
)
|
||
Investment securities
|
(41
|
)
|
|
(39
|
)
|
||
Depreciation
|
(9
|
)
|
|
(12
|
)
|
||
Partnerships
|
(75
|
)
|
|
(94
|
)
|
||
Insurance reserve discounting
|
—
|
|
|
(79
|
)
|
||
Total deferred tax liability
|
$
|
(311
|
)
|
|
$
|
(498
|
)
|
Net deferred tax liability
|
$
|
(169
|
)
|
|
$
|
(370
|
)
|
Note L.
|
Summary of Reserve for Claim Losses
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Dollars in millions)
|
||||||||||
Beginning balance
|
$
|
1,487
|
|
|
$
|
1,583
|
|
|
$
|
1,621
|
|
Change in reinsurance recoverable
|
(4
|
)
|
|
(8
|
)
|
|
1
|
|
|||
Claim loss provision related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
219
|
|
|
236
|
|
|
224
|
|
|||
Prior years
|
19
|
|
|
(79
|
)
|
|
22
|
|
|||
Total title claim loss provision
|
238
|
|
|
157
|
|
|
246
|
|
|||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
|
|
|
|||
Current year
|
(8
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Prior years
|
(223
|
)
|
|
(235
|
)
|
|
(278
|
)
|
|||
Total title claims paid, net of recoupments
|
(231
|
)
|
|
(245
|
)
|
|
(285
|
)
|
|||
Ending balance of claim loss reserve for title insurance
|
$
|
1,490
|
|
|
$
|
1,487
|
|
|
$
|
1,583
|
|
Provision for title insurance claim losses as a percentage of title insurance premiums
|
4.9
|
%
|
|
3.3
|
%
|
|
5.7
|
%
|
Note M.
|
Commitments and Contingencies
|
Future minimum operating lease payments are as follows (in millions):
|
|
||
2018
|
$
|
150
|
|
2019
|
127
|
|
|
2020
|
98
|
|
|
2021
|
71
|
|
|
2022
|
46
|
|
|
Thereafter
|
44
|
|
|
Total future minimum operating lease payments
|
$
|
536
|
|
Note O.
|
Employee Benefit Plans
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Exercisable
|
||||
Balance, December 31, 2014
|
9,393,211
|
|
|
$
|
19.43
|
|
|
5,173,802
|
|
Granted
|
1,886,320
|
|
|
34.84
|
|
|
|
|
|
Exercised
|
(1,966,937
|
)
|
|
12.96
|
|
|
|
|
|
Canceled
|
(12,085
|
)
|
|
26.62
|
|
|
|
|
|
Balance, December 31, 2015
|
9,300,509
|
|
|
$
|
23.92
|
|
|
5,256,426
|
|
Granted
|
35,000
|
|
|
35.63
|
|
|
|
|
|
Exercised
|
(1,846,153
|
)
|
|
10.12
|
|
|
|
|
|
Canceled
|
(7,673
|
)
|
|
26.17
|
|
|
|
|
|
Balance, December 31, 2016
|
7,481,683
|
|
|
$
|
27.38
|
|
|
5,821,592
|
|
Options issued as make-whole adjustment for BK Distribution
|
2,375,111
|
|
|
20.32
|
|
|
|
||
Exercised
|
(1,313,061
|
)
|
|
18.38
|
|
|
|
|
|
Canceled
|
(14,306
|
)
|
|
24.49
|
|
|
|
|
|
Balance, December 31, 2017
|
8,529,427
|
|
|
$
|
20.38
|
|
|
7,648,837
|
|
|
|
|
|
|||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Balance, December 31, 2014
|
1,770,781
|
|
|
$
|
25.08
|
|
Granted
|
613,960
|
|
|
34.84
|
|
|
Canceled
|
(10,105
|
)
|
|
26.14
|
|
|
Vested
|
(982,762
|
)
|
|
23.00
|
|
|
Balance, December 31, 2015
|
1,391,874
|
|
|
$
|
30.85
|
|
Granted
|
803,292
|
|
|
34.54
|
|
|
Canceled
|
(3,266
|
)
|
|
28.07
|
|
|
Vested
|
(720,227
|
)
|
|
28.97
|
|
|
Balance, December 31, 2016
|
1,471,673
|
|
|
$
|
33.79
|
|
Granted
|
828,818
|
|
|
37.12
|
|
|
Restricted stock issued as make-whole adjustment for BK Distribution
|
545,676
|
|
|
24.62
|
|
|
Canceled
|
(11,233
|
)
|
|
24.52
|
|
|
Vested
|
(995,873
|
)
|
|
23.98
|
|
|
Balance, December 31, 2017
|
1,839,061
|
|
|
$
|
30.58
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||||||||
|
|
|
Average
|
|
Weighted
|
|
|
|
|
|
Average
|
|
Weighted
|
|
|
||||||||||
|
|
|
Remaining
|
|
Average
|
|
|
|
|
|
Remaining
|
|
Average
|
|
|
||||||||||
Range of
|
Number of
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
|
Number of
|
|
Contractual
|
|
Exercise
|
|
Intrinsic
|
||||||||||
Exercise Prices
|
Options
|
|
Life
|
|
Price
|
|
Value
|
|
Options
|
|
Life
|
|
Price
|
|
Value
|
||||||||||
|
|
|
(In years)
|
|
|
|
(In millions)
|
|
|
|
(In years)
|
|
|
|
(In millions)
|
||||||||||
$0.00 — $14.38
|
662,763
|
|
|
1.85
|
|
$
|
14.38
|
|
|
$
|
16
|
|
|
662,763
|
|
|
1.85
|
|
$
|
14.38
|
|
|
$
|
16
|
|
$14.39 — $17.76
|
4,070,183
|
|
|
2.89
|
|
17.76
|
|
|
87
|
|
|
4,070,183
|
|
|
2.89
|
|
17.76
|
|
|
87
|
|
||||
$17.77 — $21.84
|
1,342,007
|
|
|
3.84
|
|
21.84
|
|
|
23
|
|
|
1,342,007
|
|
|
3.84
|
|
21.84
|
|
|
23
|
|
||||
$21.85 — $25.34
|
13,648
|
|
|
5.98
|
|
25.34
|
|
|
—
|
|
|
4,549
|
|
|
5.98
|
|
25.34
|
|
|
—
|
|
||||
$25.35 — $25.53
|
2,422,627
|
|
|
4.83
|
|
25.53
|
|
|
33
|
|
|
1,569,335
|
|
|
4.83
|
|
25.53
|
|
|
22
|
|
||||
$25.54 — $26.99
|
18,199
|
|
|
5.55
|
|
26.99
|
|
|
—
|
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
||||
|
8,529,427
|
|
|
|
|
|
|
$
|
159
|
|
|
7,648,837
|
|
|
|
|
|
|
$
|
148
|
|
Note P.
|
Supplementary Cash Flow Information
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(In millions)
|
||||||||||
Cash paid during the year:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
102
|
|
|
$
|
125
|
|
|
$
|
124
|
|
Income taxes
|
|
528
|
|
|
367
|
|
|
250
|
|
|||
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Change in proceeds of sales of investments available for sale receivable in period
|
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
(25
|
)
|
Change in purchases of investments available for sale payable in period
|
|
(9
|
)
|
|
19
|
|
|
(2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
||||||
Liabilities assumed in connection with acquisitions (1):
|
|
|
|
|
|
|
|
|
|
|||
Fair value of net assets acquired
|
|
$
|
595
|
|
|
$
|
625
|
|
|
$
|
155
|
|
Less: Total purchase price
|
|
481
|
|
|
557
|
|
|
111
|
|
|||
Liabilities and noncontrolling interests assumed
|
|
$
|
114
|
|
|
$
|
68
|
|
|
$
|
44
|
|
Change in treasury stock purchases payable in period
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(7
|
)
|
|
Title
|
|
Corporate and Other
|
|
Total FNF
|
||||||
|
(In millions)
|
||||||||||
Title premiums
|
$
|
4,893
|
|
|
$
|
—
|
|
|
$
|
4,893
|
|
Other revenues
|
2,181
|
|
|
456
|
|
|
2,637
|
|
|||
Revenues from external customers
|
7,074
|
|
|
456
|
|
|
7,530
|
|
|||
Interest and investment income (loss), including realized gains and losses
|
137
|
|
|
(4
|
)
|
|
133
|
|
|||
Total revenues
|
7,211
|
|
|
452
|
|
|
7,663
|
|
|||
Depreciation and amortization
|
159
|
|
|
24
|
|
|
183
|
|
|||
Interest expense
|
—
|
|
|
48
|
|
|
48
|
|
|||
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
955
|
|
|
(91
|
)
|
|
864
|
|
|||
Income tax expense (benefit)
|
274
|
|
|
(39
|
)
|
|
235
|
|
|||
Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates
|
681
|
|
|
(52
|
)
|
|
629
|
|
|||
Equity in earnings of unconsolidated affiliates
|
10
|
|
|
—
|
|
|
10
|
|
|||
Earnings (loss) from continuing operations
|
$
|
691
|
|
|
$
|
(52
|
)
|
|
$
|
639
|
|
Assets
|
$
|
8,405
|
|
|
$
|
746
|
|
|
$
|
9,151
|
|
Goodwill
|
2,432
|
|
|
314
|
|
|
2,746
|
|
|
Title
|
|
Corporate and Other
|
|
Total FNF
|
||||||
|
(In millions)
|
||||||||||
Title premiums
|
$
|
4,723
|
|
|
$
|
—
|
|
|
$
|
4,723
|
|
Other revenues
|
2,128
|
|
|
288
|
|
|
2,416
|
|
|||
Revenues from external customers
|
6,851
|
|
|
288
|
|
|
7,139
|
|
|||
Interest and investment income (loss), including realized gains and losses
|
127
|
|
|
(9
|
)
|
|
118
|
|
|||
Total revenues
|
6,978
|
|
|
279
|
|
|
7,257
|
|
|||
Depreciation and amortization
|
148
|
|
|
12
|
|
|
160
|
|
|||
Interest expense
|
—
|
|
|
64
|
|
|
64
|
|
|||
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
1,025
|
|
|
(70
|
)
|
|
955
|
|
|||
Income tax expense (benefit)
|
386
|
|
|
(39
|
)
|
|
347
|
|
|||
Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates
|
639
|
|
|
(31
|
)
|
|
608
|
|
|||
Equity in earnings of unconsolidated affiliates
|
13
|
|
|
1
|
|
|
14
|
|
|||
Earnings (loss) from continuing operations
|
$
|
652
|
|
|
$
|
(30
|
)
|
|
$
|
622
|
|
Assets
|
$
|
8,756
|
|
|
$
|
5,765
|
|
|
$
|
14,521
|
|
Goodwill
|
2,345
|
|
|
210
|
|
|
2,555
|
|
|
Title
|
|
Corporate and Other
|
|
Total FNF
|
||||||
|
(In millions)
|
||||||||||
Title premiums
|
$
|
4,286
|
|
|
$
|
—
|
|
|
$
|
4,286
|
|
Other revenues
|
2,005
|
|
|
241
|
|
|
2,246
|
|
|||
Revenues from external customers
|
6,291
|
|
|
241
|
|
|
6,532
|
|
|||
Interest and investment income (loss), including realized gains and losses
|
137
|
|
|
(5
|
)
|
|
132
|
|
|||
Total revenues
|
6,428
|
|
|
236
|
|
|
6,664
|
|
|||
Depreciation and amortization
|
144
|
|
|
6
|
|
|
150
|
|
|||
Interest expense
|
—
|
|
|
73
|
|
|
73
|
|
|||
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
|
836
|
|
|
(66
|
)
|
|
770
|
|
|||
Income tax expense (benefit)
|
305
|
|
|
(31
|
)
|
|
274
|
|
|||
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
|
531
|
|
|
(35
|
)
|
|
496
|
|
|||
Equity in earnings (loss) of unconsolidated affiliates
|
6
|
|
|
(1
|
)
|
|
5
|
|
|||
Earnings (loss) from continuing operations
|
$
|
537
|
|
|
$
|
(36
|
)
|
|
$
|
501
|
|
Assets
|
$
|
8,533
|
|
|
$
|
5,510
|
|
|
$
|
14,043
|
|
Goodwill
|
2,303
|
|
|
45
|
|
|
2,348
|
|
•
|
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 products. 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.
|
•
|
Corporate and Other.
This
segment consists of the operations of the parent holding company, our various real estate brokerage businesses, and CINC and other real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment. This segment also includes the assets of discontinued operations, Black Knight and FNFV, as of December 31, 2016 and 2015. Refer to Note G.
Discontinued Operations
for further information.
|
Note S.
|
Recent Accounting Pronouncements
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 15.
|
Exhibits, Financial Statement Schedules and Reports on Form 8-K
|
Exhibit
Number
|
Description
|
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
3.1
|
|
3.2
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
Exhibit
Number
|
Description
|
10.7
|
|
10.8
|
|
10.9
|
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
Exhibit
Number
|
Description
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
21.1
|
|
23.1
|
|
23.2
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
The following materials from Fidelity National Financial, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Earnings, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
|
|
Fidelity National Financial, Inc.
|
|
|
|
By:
|
/s/ Raymond R. Quirk
|
|
|
|
Raymond R. Quirk
|
|
|
|
Chief Executive Officer and Director
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Raymond R. Quirk
|
|
Chief Executive Officer and Director
|
|
February 23, 2018
|
Raymond R. Quirk
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Anthony J. Park
|
|
Chief Financial Officer
|
|
February 23, 2018
|
Anthony J. Park
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ William P. Foley, II
|
|
Director and Chairman of the Board
|
|
February 23, 2018
|
William P. Foley, II
|
|
|
|
|
|
|
|
|
|
/s/ Douglas K. Ammerman
|
|
Director
|
|
February 23, 2018
|
Douglas K. Ammerman
|
|
|
|
|
|
|
|
|
|
/s/ Willie D. Davis
|
|
Director
|
|
February 23, 2018
|
Willie D. Davis
|
|
|
|
|
|
|
|
|
|
/s/ Thomas M. Hagerty
|
|
Director
|
|
February 23, 2018
|
Thomas M. Hagerty
|
|
|
|
|
|
|
|
|
|
/s/ Janet E. Kerr
|
|
Director
|
|
February 23, 2018
|
Janet E. Kerr
|
|
|
|
|
|
|
|
|
|
/s/ Daniel D. (Ron) Lane
|
|
Director
|
|
February 23, 2018
|
Daniel D. (Ron) Lane
|
|
|
|
|
|
|
|
|
|
/s/ Richard N. Massey
|
|
Director
|
|
February 23, 2018
|
Richard N. Massey
|
|
|
|
|
|
|
|
|
|
/s/ Heather H. Murren
|
|
Director
|
|
February 23, 2018
|
Heather H. Murren
|
|
|
|
|
|
|
|
|
|
/s/ John D. Rood
|
|
Director
|
|
February 23, 2018
|
John D. Rood
|
|
|
|
|
|
|
|
|
|
/s/ Peter O. Shea, Jr.
|
|
Director
|
|
February 23, 2018
|
Peter O. Shea, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Cary H. Thompson
|
|
Director
|
|
February 23, 2018
|
Cary H. Thompson
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|||||||
Cash
|
$
|
230
|
|
|
$
|
246
|
|
Short term investments
|
85
|
|
|
1
|
|
||
Equity securities available for sale, at fair value
|
1
|
|
|
—
|
|
||
Investment in unconsolidated affiliates
|
13
|
|
|
7
|
|
||
Notes receivable
|
576
|
|
|
622
|
|
||
Investments in and amounts due from subsidiaries
|
4,672
|
|
|
4,253
|
|
||
Property and equipment, net
|
4
|
|
|
4
|
|
||
Prepaid expenses and other assets
|
1
|
|
|
3
|
|
||
Investments in discontinued subsidiaries
|
—
|
|
|
2,581
|
|
||
Total assets
|
$
|
5,582
|
|
|
$
|
7,717
|
|
LIABILITIES AND EQUITY
|
|||||||
Liabilities:
|
|
|
|
|
|
||
Accounts payable and other accrued liabilities
|
$
|
72
|
|
|
$
|
42
|
|
Income taxes payable
|
137
|
|
|
65
|
|
||
Deferred tax liability
|
169
|
|
|
629
|
|
||
Notes payable
|
757
|
|
|
985
|
|
||
Total liabilities
|
1,135
|
|
|
1,721
|
|
||
Equity:
|
|
|
|
|
|
||
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of December 31, 2017 and 2016; outstanding of 274,431,737 and 272,205,261 as of December 31, 2017 and 2016, respectively; and issued of 287,718,304 and 285,041,900 as of December 31, 2017 and 2016, respectively
|
—
|
|
|
—
|
|
||
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of December 31, 2016, outstanding of 66,416,822 as of December 31, 2016, and issued of 80,581,675 as of December 31, 2016, see Note G
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,587
|
|
|
4,848
|
|
||
Retained earnings
|
217
|
|
|
1,784
|
|
||
Accumulated other comprehensive loss
|
111
|
|
|
(13
|
)
|
||
Less: Treasury stock, 13,286,567 shares and 27,001,492 shares as of December 31, 2017 and 2016, respectively, at cost
|
(468
|
)
|
|
(623
|
)
|
||
Total equity of Fidelity National Financial, Inc. common shareholders
|
4,447
|
|
|
5,996
|
|
||
Total liabilities and equity
|
$
|
5,582
|
|
|
$
|
7,717
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||
Other fees and revenue
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest and investment income and realized gains
|
24
|
|
|
24
|
|
|
86
|
|
|||
Total revenues
|
25
|
|
|
28
|
|
|
89
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Personnel expenses
|
32
|
|
|
26
|
|
|
28
|
|
|||
Other operating expenses
|
8
|
|
|
6
|
|
|
1
|
|
|||
Interest expense
|
48
|
|
|
64
|
|
|
74
|
|
|||
Total expenses
|
88
|
|
|
96
|
|
|
103
|
|
|||
Losses before income tax benefit and equity in earnings of subsidiaries
|
(63
|
)
|
|
(68
|
)
|
|
(14
|
)
|
|||
Income tax benefit
|
(17
|
)
|
|
(24
|
)
|
|
(5
|
)
|
|||
Losses before equity in earnings of subsidiaries
|
(46
|
)
|
|
(44
|
)
|
|
(9
|
)
|
|||
Equity in earnings of subsidiaries
|
685
|
|
|
671
|
|
|
520
|
|
|||
Earnings from continuing operations
|
639
|
|
|
627
|
|
|
511
|
|
|||
Equity in earnings of discontinued operations
|
132
|
|
|
23
|
|
|
16
|
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
771
|
|
|
$
|
650
|
|
|
$
|
527
|
|
|
|
|
|
|
|
||||||
Retained earnings, beginning of year
|
$
|
1,784
|
|
|
$
|
1,374
|
|
|
$
|
1,150
|
|
Dividends declared
|
(279
|
)
|
|
(240
|
)
|
|
(222
|
)
|
|||
Distribution of Black Knight to FNF common shareholders
|
(823
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of FNFV tracking stock and distribution of Cannae Holdings, Inc. common stock to holders of FNFV tracking stock
|
(1,236
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution of J. Alexander's to FNFV Group common shareholders
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
771
|
|
|
650
|
|
|
527
|
|
|||
Retained earnings, end of year
|
$
|
217
|
|
|
$
|
1,784
|
|
|
$
|
1,374
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
771
|
|
|
$
|
650
|
|
|
$
|
527
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Impairment of assets
|
—
|
|
|
3
|
|
|
—
|
|
|||
Equity in earnings of subsidiaries
|
(817
|
)
|
|
(694
|
)
|
|
(536
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
1
|
|
|
2
|
|
|||
Stock-based compensation
|
34
|
|
|
36
|
|
|
38
|
|
|||
Net change in income taxes
|
(130
|
)
|
|
29
|
|
|
17
|
|
|||
Net decrease (increase) in prepaid expenses and other assets
|
18
|
|
|
26
|
|
|
(25
|
)
|
|||
Net increase (decrease) in accounts payable and other accrued liabilities
|
17
|
|
|
(13
|
)
|
|
2
|
|
|||
Net cash (used in) provided by operating activities
|
(107
|
)
|
|
36
|
|
|
25
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of investments available for sale
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net (purchases of) proceeds from short-term investment activities
|
(84
|
)
|
|
162
|
|
|
(163
|
)
|
|||
Additions to notes receivable
|
(13
|
)
|
|
(24
|
)
|
|
(28
|
)
|
|||
Collection of notes receivable
|
49
|
|
|
22
|
|
|
1,542
|
|
|||
Distributions from unconsolidated affiliates
|
1
|
|
|
2
|
|
|
—
|
|
|||
Additional investments in unconsolidated affiliates
|
(2
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(50
|
)
|
|
154
|
|
|
1,351
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings
|
296
|
|
|
—
|
|
|
—
|
|
|||
Debt service payments
|
(530
|
)
|
|
(2
|
)
|
|
(1,100
|
)
|
|||
Equity portion of debt conversions paid in cash
|
(317
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Dividends paid
|
(278
|
)
|
|
(240
|
)
|
|
(220
|
)
|
|||
Purchases of treasury stock
|
(23
|
)
|
|
(268
|
)
|
|
(506
|
)
|
|||
Exercise of stock options
|
31
|
|
|
19
|
|
|
26
|
|
|||
Payment for shares withheld for taxes and in treasury
|
(18
|
)
|
|
(9
|
)
|
|
(13
|
)
|
|||
Cash transferred in the Black Knight spin-off
|
(87
|
)
|
|
—
|
|
|
—
|
|
|||
Cash transferred in the FNFV split-off
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activity
|
(1
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Net dividends from subsidiaries
|
1,090
|
|
|
265
|
|
|
594
|
|
|||
Net cash provided by (used in) financing activities
|
141
|
|
|
(237
|
)
|
|
(1,234
|
)
|
|||
Net change in cash and cash equivalents
|
(16
|
)
|
|
(47
|
)
|
|
142
|
|
|||
Cash at beginning of year
|
246
|
|
|
293
|
|
|
151
|
|
|||
Cash at end of year
|
$
|
230
|
|
|
$
|
246
|
|
|
$
|
293
|
|
B.
|
Notes Payable
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(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
|
|
65
|
|
|
291
|
|
||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
|
|
—
|
|
|
300
|
|
||
Revolving Credit Facility, unsecured, unused portion of $500 at December 31, 2017, due April 2022 with interest payable monthly at LIBOR + 1.40% (2.76% at December 31, 2017)
|
|
295
|
|
|
(3
|
)
|
||
|
|
$
|
757
|
|
|
$
|
985
|
|
C.
|
Supplemental Cash Flow Information
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Cash paid during the year:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
54
|
|
|
$
|
63
|
|
|
$
|
72
|
|
Income tax payments
|
528
|
|
|
367
|
|
|
250
|
|
D.
|
Cash Dividends Received
|
|
|
|
|
Column C
|
|
|
|
|
||||||||||||||
|
|
Column B
|
|
Additions
|
|
Column D
|
|
Column E
|
||||||||||||||
|
|
Balance at
|
|
Charge to
|
|
|
|
|
|
Balance at
|
||||||||||||
Column A
|
|
Beginning of
|
|
Costs and
|
|
Other
|
|
Deduction
|
|
End of
|
||||||||||||
Description
|
|
Period
|
|
Expenses
|
|
(Described)
|
|
(Described)
|
|
Period
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,487
|
|
|
$
|
238
|
|
|
$
|
(4
|
)
|
(1)
|
|
$
|
231
|
|
(2)
|
|
$
|
1,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,583
|
|
|
$
|
157
|
|
|
$
|
(8
|
)
|
(1)
|
|
$
|
245
|
|
(2)
|
|
$
|
1,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for claim losses
|
|
$
|
1,621
|
|
|
$
|
246
|
|
|
$
|
1
|
|
(1)
|
|
$
|
285
|
|
(2)
|
|
$
|
1,583
|
|
(1)
|
Represents the change in reinsurance recoverable.
|
(2)
|
Represents payments of claim losses, net of recoupments.
|
(a)
|
the standard Company benefits enjoyed by the Company's other top executives as a group;
|
(b)
|
medical and other insurance coverage (for the Employee and any covered dependents) provided by the Company to its other top executives as a group;
|
(c)
|
supplemental disability insurance sufficient to provide two-thirds of the Employee's pre-disability Annual Base Salary;
|
(d)
|
an annual incentive bonus opportunity under the Company's annual incentive plan ("Annual Bonus Plan") for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee ("Annual Bonus"). The Employee's target Annual Bonus under the Annual Bonus Plan shall be no less than 150% of the Employee's Annual Base Salary (collectively, the target and maximum are referred to as the "Annual Bonus Opportunity"). The Employee's
|
(e)
|
participation in the Company's equity incentive plans.
|
(a)
|
Notice of Termination
. Any purported termination of the Employee's employment (other than by reason of death) shall be communicated by written Notice of Termination (as defined herein) from one party to the other in accordance with the notice provisions contained in Section 25. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the Date of Termination (as that term is defined in Subsection 8(b)) and, with respect to a termination due to Disability (as that term is defined in Subsection 8(e)), Cause (as that term is defined in Subsection 8(d)), or Good Reason (as that term is defined in Subsection 8(f)), sets forth in reasonable detail the facts and circumstances that are alleged to provide a basis for such termination. A Notice of Termination from the Company shall specify whether the termination is with or without Cause or due to the Employee's Disability. A Notice of Termination from the Employee shall specify whether the termination is with or without Good Reason.
|
(b)
|
Date of Termination
. For purposes of this Agreement, "Date of Termination" shall mean the date specified in the Notice of Termination (but in no event shall such date be earlier than the thirtieth (30
th
) day following the date the Notice of Termination is given) or the date of the Employee's death.
|
(c)
|
No Waiver
. The failure to set forth any fact or circumstance in a Notice of Termination, which fact or circumstance was not known to the party giving the Notice of Termination when the notice was given, shall not constitute a waiver of the right to assert such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.
|
(d)
|
Cause
. For purposes of this Agreement, a termination for "Cause" means a termination by the Company based upon the Employee's: (i) persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty; (iv) material breach of this Agreement; or (v) failure to materially cooperate with or impeding an investigation authorized by the Board. The Employee's termination for Cause shall be effective when and if a resolution is duly adopted by an affirmative vote of at least ¾ of the Board (less the Employee), stating that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in the Notice of Termination and such conduct constitutes Cause under this Agreement;
provided
,
however
, that the Employee shall have been given reasonable opportunity (A) to cure any act or omission that constitutes Cause if capable of cure and (B), together with counsel, during the thirty (30) day period following the receipt by the Employee of the Notice of Termination and prior to the adoption of the Board's resolution, to be heard by the Board.
|
(e)
|
Disability
. For purposes of this Agreement, a termination based upon "Disability" means a termination by the Company based upon the Employee's entitlement to long-term disability benefits under the Company's long-term disability plan or policy, 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 the Employee during the Employment Term based upon the occurrence (without the Employee's express written consent) of any of the following:
|
(i)
|
a material diminution in the Employee's position or title, or the assignment of duties to the Employee that are materially inconsistent with the Employee's position or title;
|
(ii)
|
a material diminution in the Employee's Annual Base Salary or Annual Bonus Opportunity;
|
(iii)
|
within six (6) months immediately preceding or within two (2) years immediately following a Change in Control: (A) a material adverse change in the Employee's status, authority or responsibility (
e.g.
, the Company has determined that a change in the department or functional group over which the Employee has managerial authority would constitute such a material adverse change); (B) a material adverse change in the position to whom the Employee reports (including any requirement that the Employee report to a corporate officer or employee instead of reporting directly to the CEO) or to the Employee's service relationship (or the conditions under which the Employee performs his duties) as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom the Employee reports; (C) a material diminution in the budget over which the Employee has managing authority; or (D) a material change in the geographic location of the Employee's principal place of employment (
e.g.
, the Company has determined that a relocation of more than thirty-five (35) miles would constitute such a material change); or
|
(iv)
|
a 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 the Employee for Good Reason
. If the Employee's employment is terminated by: (1) the Company for any reason other than Cause, Death or Disability; or (2) the Employee for Good Reason:
|
(i)
|
the Company shall pay the Employee the following (collectively, the "Accrued Obligations"): (A) within five (5) business days after the Date of Termination, any earned but unpaid Annual Base Salary; (B) within a reasonable time following submission of all applicable documentation, any expense reimbursement payments owed to the Employee for expenses incurred prior to the Date of Termination; and (C) no later than March 15
th
of the year in which the Date of Termination occurs, any earned but unpaid Annual Bonus payments relating to the prior calendar year;
|
(ii)
|
the Company shall pay the Employee no later than March 15
th
of the calendar year following the year in which the Date of Termination occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would have been earned by the Employee for the year in which the Date of Termination occurs (based upon the target Annual 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, and the actual satisfaction of the applicable performance measures, but ignoring any requirement under the Annual Bonus plan that the Employee must be employed on the payment date) multiplied by the percentage of the calendar year completed before the Date of Termination;
|
(iii)
|
the Company shall pay the Employee, no later than the sixty-fifth (65
th
) calendar day after the Date of Termination, a lump-sum payment equal to 200%
of the sum of: (A) the Employee's Annual Base Salary
|
(iv)
|
all stock option, restricted stock and other equity-based incentive awards granted by the 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 (not based solely on the passage of time); in which case, they will only vest pursuant to their express terms; and
|
(v)
|
the Company shall provide the Employee with certain continued welfare benefits as follows:
|
(A)
|
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 the 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. In addition, if the Employee is covered under or receives life insurance coverage provided by the Company on the Date of Termination, then within thirty (30) business days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly life insurance premiums based on the monthly premiums that would be due assuming that the Employee had converted his Company life insurance coverage that was in effect on the Notice of Termination into an individual policy.
|
(B)
|
As long as the Employee pays the full monthly premiums for COBRA coverage, the Company shall provide the Employee and, as applicable, the Employee's eligible dependents with continued medical and dental coverage, on the same basis as provided to the Company's active executives and their dependents until the earlier of: (i) three (3) years after the Date of Termination; or (ii) the date the Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with a subsequent employer. In addition, within thirty (30) business days after the Date of Termination, the Company shall pay the Employee a lump sum cash payment equal to thirty-six (36) monthly medical 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 the Employee without Good Reason
. If the Employee's employment is terminated (i) by the Company for Cause or (ii) by the Employee without Good Reason, the Company's only obligation under this Agreement shall be payment of any Accrued Obligations.
|
(c)
|
Termination due to Death or Disability
. If the Employee's employment is terminated due to death or Disability, the Company shall pay the Employee (or to the Employee's estate or personal representative in the case of death), within thirty (30) business days after the Date of Termination: (i) any Accrued Obligations, plus (ii) a prorated Annual Bonus based upon the target Annual Bonus opportunity in the year in which the Date of Termination occurred (or the prior year if no target Annual Bonus Opportunity has yet been determined) multiplied by the percentage of the calendar year completed before the Date of Termination.
|
(d)
|
Definition of Change in Control
. For purposes of this Agreement, the term "Change in Control" shall mean that the conditions set forth in any one of the following subsections shall have been satisfied:
|
(i)
|
the acquisition, directly or indirectly, by any "person" (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof) of "beneficial ownership" (within the meaning of Rule 13d-3 of the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;
|
(ii)
|
a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total
|
(iii)
|
a reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger;
|
(iv)
|
during any period of two (2) consecutive years during the Employment Term or any extensions thereof, individuals, who, at the beginning of such period, constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period;
|
(v)
|
the sale, transfer or other disposition (in one transaction or a series of related transactions) of assets of the Company that have a total fair market value equal to or more than one-third of the total fair market value of all of the assets of the Company immediately prior to such sale, transfer or other disposition, other than a sale, transfer or other disposition to an entity (A) which immediately following such sale, transfer or other disposition owns, directly or indirectly, at least fifty percent (50%) of the Company's outstanding voting securities or (B) fifty percent (50%) or more of whose outstanding voting securities is immediately following such sale, transfer or other disposition owned, directly or indirectly, by the Company. For purposes of the foregoing clause, the sale of stock of a subsidiary of the Company (or the assets of such subsidiary) shall be treated as a sale of assets of the Company; or
|
(vi)
|
the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company.
|
(e)
|
Six-Month Delay
. To the extent the Employee is a "specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six (6) month period after separation from service, will be made during such six (6) month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six (6) month period.
|
(a)
|
If any payments or benefits paid or provided or to be paid or provided to the Employee or for his benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or its subsidiaries or the termination thereof (a "Payment" and, collectively, the "Payments") would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, then, except as otherwise provided in this Subsection 10(a), the Employee will be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that, after payment by the Employee of all income taxes, all employment taxes and any Excise Tax imposed upon the Gross-Up Payment (including any related interest and penalties), the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax (including any related interest and penalties) imposed upon the Payments. Notwithstanding the foregoing, if the amount of the Payments does not exceed by more than three percent (3%) the amount that would be payable to the Employee if the Payments were reduced to one dollar less than what would constitute a "parachute payment" under Section 280G of the Code (the "Scaled Back Amount"), then the Payments shall be reduced, in a manner determined by the Employee, to the Scaled Back Amount, and the Employee shall not be entitled to any Gross-Up Payment.
|
(b)
|
An initial determination of (i) whether a Gross-Up Payment is required pursuant to this Agreement, and, if applicable, the amount of such Gross-Up Payment or (ii) whether the Payments must be reduced to the Scaled Back Amount and, if so, the amount of such reduction, will be made at the Company's expense by an accounting firm selected by the Company. The accounting firm will provide its determination, together with detailed supporting calculations and documentation, to the Company and the Employee within ten (10) business days after the date of termination of the Employee's employment, or such other time as may be reasonably requested by the Company or the Employee. If the accounting firm determines that no Excise Tax is payable by the
|
(c)
|
For purposes of determining the amount of the Gross-Up Payment and, if applicable, the Scaled Back Amount, the Employee will be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made or the Scaled Back Amount is determined, as the case may be, and applicable state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee's residence on the date of termination of the Employee's employment, net of the maximum reduction in federal income taxes that would be obtained from deduction of those state and local taxes.
|
(d)
|
As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments which will not have been made by the Company should have been made, the Employee's Payments will be reduced to the Scaled Back Amount when they should not have been or the Employee's Payments are reduced to a greater extent than they should have been (an "Underpayment") or Gross-Up Payments are made by the Company which should not have been made, the Employee's Payments are not reduced to the Scaled Back Amount when they should have been or they are not reduced to the extent they should have been (an "Overpayment"). If it is determined that an Underpayment has occurred, the accounting firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of the Employee. If it is determined that an Overpayment has occurred, the accounting firm shall determine the amount of the Overpayment that has occurred and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company;
provided
,
however
, that if the Company determines that such repayment obligation would be or result in an unlawful extension of credit under Section 13(k) of the Exchange Act, repayment shall not be required. The Employee shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax.
|
(e)
|
The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require a payment resulting in an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:
|
(i)
|
give the Company any information reasonably requested by the Company relating to such claim,
|
(ii)
|
take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,
|
(iii)
|
cooperate with the Company in good faith in order to effectively contest such claim, and
|
(iv)
|
permit the Company to participate in any proceeding relating to such claim;
|
(f)
|
If, after the receipt by the Employee of an amount advanced by the Company pursuant to Subsection 10(e), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Subsection 10(e)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Subsection 10(e), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid.
|
(g)
|
Any payment under this Section 10 must be made by the Company no later than the end of the Employee's tax year following the Employee's tax year in which the Employee remits the related tax payments.
|
(a)
|
During Employment Term
. The Employee agrees that, during the Employment Term, he will devote such business time, attention and energies reasonably necessary to the diligent and faithful performance of the services to the Company and its affiliates, and he will not engage in any way whatsoever, directly or indirectly, in any
|
(b)
|
After Employment Term
. The parties acknowledge that the Employee will acquire substantial knowledge and information concerning the business of the Company and its affiliates as a result of his employment. The parties further acknowledge that the scope of business in which the Company and its affiliates are engaged as of the Effective Date is national and very competitive and one in which few companies can successfully compete. Competition by the Employee in that business after the Employment Term would severely injure the Company and its affiliates. Accordingly, for a period of one (1) year after the Employee's employment terminates for any reason whatsoever, except as otherwise stated herein below, the Employee agrees: (i) not to become an employee, consultant, advisor, principal, partner or substantial shareholder of any firm or business that directly competes with the Company or its affiliates in their principal products and markets; and (ii), on behalf of any such competitive firm or business, not to solicit any person or business that was at the time of such termination and remains a customer or prospective customer, a supplier or prospective supplier, or an employee of the Company or an affiliate. Notwithstanding any of the foregoing provisions to the contrary, the Employee shall not be subject to the restrictions set forth in this Subsection 13(b) if: (A) the Employee's employment is terminated by the Company without Cause; (B) the Employee terminates employment for Good Reason; or (C) the Employee's employment is terminated as a result of the Company's unwillingness to extend the Employment Term.
|
(c)
|
Exclusion
. Working, directly or indirectly, for any of the following entities shall not be considered competitive to the Company or its affiliates for the purpose of this Section 13: (i) Fidelity National Information Services, Inc., its affiliates or their successors; (ii) Lender Processing Services, Inc., its affiliates or their successors; or (iii) the Company, its affiliates or their successors if this Agreement is assumed by a third party as contemplated in Section 21.
|
FIDELITY NATIONAL FINANCIAL, INC.
|
||
By:
|
/s/ Alan L. Stinson
|
|
Its:
|
CEO
|
|
|
|
|
|
BRENT B. BICKETT
|
|
|
/s/ Brent B. Bickett
|
Name of Grantee:
|
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Number of Shares of Restricted Stock Granted:
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Effective Date of Grant:
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October 30, 2017
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Vesting and Period of Restriction:
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Subject to the terms of the Plan and the Restricted Stock Award Agreement attached hereto, the Period of Restriction shall lapse, and the Shares shall vest and become free of the forfeiture provisions contained in the Restricted Stock Award Agreement, with respect to one third of the shares on each anniversary of the Effective Date of Grant and satisfaction of the Performance Restriction as set forth on Exhibit A of the Restricted Stock Award Agreement, attached hereto.
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Section 1.
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GRANT OF RESTRICTED STOCK
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Section 2.
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FORFEITURE AND TRANSFER RESTRICTIONS
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Section 3.
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STOCK CERTIFICATES
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Section 4.
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SHAREHOLDER RIGHTS
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Section 5.
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DIVIDENDS
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Section 6.
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MISCELLANEOUS PROVISIONS
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Anniversary Date
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% of Restricted Stock
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First (1
st
) anniversary of the Effective Date of Grant
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33.33%
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Second (2
nd
) anniversary of the Effective Date of Grant
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33.33%
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Third (3
rd
) anniversary of the Effective Date of Grant
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33.34%
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COMPANY
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INCORPORATION
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FNTG Holdings, LLC
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Delaware
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Chicago Title Insurance Company
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Florida
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Fidelity National Title Group, Inc.
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Delaware
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ServiceLink Holdings, Inc.
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Delaware
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Fidelity National Title Insurance Company
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Florida
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Commonwealth Land Title Insurance Company
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Florida
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1.
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Registration Statements (Form S-3 Nos. 333-157123, 333-147391, 333-174650) of Fidelity National Financial, Inc.
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2.
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Registration Statements (Form S-4 Nos. 333-194938 and 333-190902) of Fidelity National Financial, Inc.
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3.
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Registration Statements (Form S-8 Nos. 333-197249, 333-190527, 333-157643, 333-132843, 333-138254, 333-129886, 333-129016, 333-176395, 333-213427) of Fidelity National Financial, Inc.
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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By:
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/s/ Raymond R. Quirk
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Raymond R. Quirk
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Chief Executive Officer
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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a)
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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
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b)
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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.
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By:
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/s/ Anthony J. Park
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Anthony J. Park
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Chief Financial Officer
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1.
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The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
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2.
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The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
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In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.
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By:
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/s/ Raymond R. Quirk
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Raymond R. Quirk
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Chief Executive Officer
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1.
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The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
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2.
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The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Anthony J. Park
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Anthony J. Park
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Chief Financial Officer
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