UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

FIDELITY NATIONAL FINANCIAL, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

FNFV Group Common Stock, $0.0001 par value

(Title of Class of Securities)

31620R402

(CUSIP Number of Class of Securities)

Michael L. Gravelle

Executive Vice President, General Counsel and Corporate Secretary

Fidelity National Financial, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 854-8100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Michael J. Aiello, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee*
N/A		N/A

*	Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.

 

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

 

x	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨

third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

¨

going-private transaction subject to Rule 13e-3.

¨

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release issued by Fidelity National Financial, Inc. dated February 18, 2015.
99.2		FNFV Investor Presentation Winter 2015, dated February 18, 2015.

Exhibit 99.1

 

FNFV Reports Fourth Quarter 2014 Results With Completion of Several Monetization Efforts and $1.4 Billion Book Value of Portfolio Company Investments, or $14.84 Per Share

Jacksonville, Fla. — (February 18, 2015) — FNFV (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc. (NYSE:FNF), today reported operating results for the three-month and twelve-month periods ended December 31, 2014.

 

•

Total revenue of approximately $398 million in the fourth quarter versus $395 million in the fourth quarter of 2013

 

•

Fourth quarter adjusted diluted EPS of $0.12 versus adjusted diluted EPS of $0.07 in the fourth quarter of 2013

 

•

Adjusted EBITDA of $26 million for the fourth quarter versus adjusted EBITDA of $23 million for the fourth quarter of 2013

 

•

Fourth quarter FNFV free cash flow provided of $89 million versus $78 million provided in the fourth quarter of 2013

Restaurant Group

 

•

Approximately $369 million in total revenue, adjusted EBITDA of $28 million and adjusted EBITDA margin of 7.3% for the fourth quarter versus approximately $370 million in total revenue, adjusted EBITDA of $23 million and an adjusted EBITDA margin of 6.2% in the fourth quarter of 2013

 

•

American Blue Ribbon Holdings generated $316 million in total revenue and adjusted EBITDA of more than $22 million; same store sales increased approximately 2% in the fourth quarter, with O’Charley’s and Ninety Nine leading the way at 2% and 6%, respectively, both exceeding the Knapp-Track U. S. Casual Dining Index of 1.5% same store sales growth

 

•

J. Alexander’s produced $53 million in total revenue and adjusted EBITDA of nearly $6 million; same store sales growth was approximately 5% at both the J. Alexander’s and Stoney River concepts in the fourth quarter

Ceridian HCM

 

•

Fourth quarter total revenue of approximately $227 million, a 5% decline from the fourth quarter of 2013, a pre-tax loss of $5 million, EBITDA of more than $34 million and an EBITDA margin of 15%

Digital Insurance

 

•

Fourth quarter total revenue of $25 million, a 28% increase over the fourth quarter of 2013; pre-tax loss of $1 million, EBITDA of more than $4 million, a 29% increase over the fourth quarter of 2013 and a fourth quarter EBITDA margin of nearly 18%

Monetization Initiatives

 

•

Closed the sale of Comdata to Fleetcor in November 2014; FNFV now indirectly owns approximately 2.4 million shares of Fleetcor common stock, 75% of which is subject to a six-month lockup period and 25% of which has been placed in an escrow account and is scheduled to be released ratably over a three-year period; current value of the Fleetcor investment is approximately $360 million

 

•

Completed the tax-free distribution of Remy common stock to FNFV shareholders on December 31, 2014; distributed approximately 16.6 million shares of Remy valued at approximately $350 million

 

•

J. Alexander’s announced filing an initial registration statement with the SEC related to the proposed initial offering of its common stock in October 2014; FNFV now intends to pursue a tax-free spin-off of J. Alexander’s to FNFV shareholders

 

•

J. Alexander’s paid FNFV $14.6 million, of which $10 million was principal, reducing the loan balance from FNFV to J. Alexander’s to $10 million

“We completed several monetization events at FNFV this quarter,” said Chairman William P. Foley, II. “The sale of Comdata for Fleetcor common shares has brought FNFV an attractive, liquid investment in an innovative, industry-leading company. The tax-free distribution of Remy common shares provided a tax efficient monetization event for our shareholders. The J. Alexander’s spin-off will make it a publicly traded common stock that will provide liquidity and a market valuation for that business. We also announced a 10 million share stock repurchase authorization during the fourth quarter and have repurchased approximately 539,000 shares to date. We also intend to use FNFV holding company liquidity to pursue a Dutch tender auction offer to repurchase up to 12 million shares of FNFV common stock. More details will be forthcoming at the launch of the tender offer.”

 

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Conference Call

We will host a call with investors and analysts to discuss fourth quarter 2014 results of FNFV on Thursday, February 19, 2015, beginning at 12:00 p.m. Eastern Time. A live webcast of the conference call will be available on the Events and Multimedia page of the FNF Investor Relations website at www.fnf.com. The conference call replay will be available via webcast through the FNF Investor Relations website at www.fnf.com. The telephone replay will be available from 2:00 p.m. Eastern time on February 19, 2015, through February 26, 2015, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 351179.

About FNF

Fidelity National Financial, Inc. (FNF) is organized into two groups, FNF Core (NYSE: FNF) and FNF Ventures (NYSE: FNFV). Through our Core operations, FNF is a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York - that collectively issue more title insurance policies than any other title company in the United States. FNF also provides industry-leading mortgage technology solutions and transaction services, including MSP^®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiaries, Black Knight Financial Services, LLC and ServiceLink Holdings, LLC. In addition, in our FNFV group, we own majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC, J. Alexander’s, LLC, Ceridian HCM, Inc., Fleetcor Technologies, Inc. and Digital Insurance, Inc. More information about FNF can be found at www.fnf.com.

Use of Non-GAAP Financial Information

Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. These non-GAAP measures include earnings before interest, taxes and depreciation and amortization (EBITDA), adjusted earnings before interest, taxes and depreciation and amortization (Adjusted EBITDA), adjusted earnings before interest, taxes and depreciation as a percent of adjusted revenue (Adjusted EBITDA margin), adjusted net earnings, adjusted EPS and free cash flow.

Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings. Further, FNF’s non-GAAP measures may be calculated differently from similarly titled measures of other companies. Reconciliations of these non-GAAP measures to related GAAP measures are provided below.

Tender Offer Statement

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of FNFV Group common stock. The solicitation and offer to buy shares of FNFV Group common stock will only be made pursuant to the offer to purchase and related materials that FNF will send to its FNFV stockholders. FNFV stockholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer. FNFV stockholders will be able to obtain free copies of these materials and other documents filed by FNF with the Securities and Exchange Commission when available at www.sec.gov or at the FNF Investor Relations website at www.fnf.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, including changes in the financial markets; weakness or 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 or a weak U. S. economy; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; our dependence on distributions from our title insurance underwriters as a main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries.

 

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This press release should be read in conjunction with the press release filed for the results of FNF on this same date as well as the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-Q,10-K and other filings with the Securities and Exchange Commission.

SOURCE: Fidelity National Financial, Inc.

CONTACT: Daniel Kennedy Murphy, Senior Vice President and Treasurer, 904-854-8120, dkmurphy@fnf.com

 

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FIDELITY NATIONAL FINANCIAL VENTURES

FOURTH QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Three Months Ended December 31, 2014		Total FNFV				Restaurant Group				FNFV Corporate and Other
Operating revenue		$	409			$	381			$	28
Realized gains and losses			(11	)			(12	)			1
Total revenue			398				369				29
Personnel costs			56				17				39
Other operating expenses			25				15				10
Cost of restaurant revenue			321				321				—
Depreciation and amortization			18				13				5
Interest expense			2				3				(1	)
Total expenses			422				369				53
Pre-tax loss from continuing operations		$	(24	)		$	—			$	(24	)
Non-GAAP adjustments before taxes
Realized loss (gain), net adjustment		$	11			$	12			$	(1	)
FNFV incentive plan accrual			19				—				19
Purchase price amortization			8				4				4
Total non-GAAP adjustments before taxes		$	38			$	16			$	22
Adjusted pre-tax earnings from continuing operations		$	14			$	16			$	(2	)
Adjusted pre-tax margin from continuing operations			3.4	%			4.2	%			—
Purchase price amortization			(8	)			(4	)			(4	)
Interest expense			2				3				(1	)
Depreciation and amortization			18				13				5
Adjusted EBITDA		$	26			$	28			$	(2	)
Adjusted EBITDA margin			6.4	%			7.3	%			—

 

4

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FIDELITY NATIONAL FINANCIAL VENTURES

FOURTH QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Three Months Ended December 31, 2014		Total FNFV				Restaurant Group				FNFV Corporate and Other
Pre-tax loss from continuing operations		$	(24	)		$	—			$	(24	)
Income tax expense			163				1				162
Earnings from equity investments			474				—				474
Earnings from discontinued operations, net of tax			8				—				8
Non-controlling interests			3				(2	)			5
Net earnings attributable to FNFV common shareholders		$	292			$	1			$	291
EPS attributable to FNFV common shareholders - basic		$	3.17			$	0.01			$	3.16
EPS attributable to FNFV common shareholders - diluted		$	3.14			$	0.01			$	3.13
FNFV weighted average shares - basic			92
FNFV weighted average shares - diluted			93
Total non-GAAP, pre-tax adjustments		$	38			$	16			$	22
FNFV portion of gain on sale of Comdata			(490	)			—				(490	)
Impairment of Fidelity National Environmental Solutions investment			15				—				15
Income taxes on non-GAAP adjustments			169				(3	)			172
Noncontrolling interest on non-GAAP adjustments			(8	)			(8	)			—
Total non-GAAP adjustments			(276	)			5				(281	)
Adjusted net earnings attributable to FNFV common shareholders		$	16			$	6			$	10
Adjusted EPS attributable to FNFV common shareholders - diluted		$	0.17			$	0.06			$	0.11
Adjusted net earnings attributable to FNFV common shareholders		$	16			$	6			$	10
Earnings from discontinued operations, net of tax			(8	)			—				(8	)
Non-controlling interests on discontinued operations			4				—				4
Net earnings from continuing operations attributable to FNFV common shareholders		$	12			$	6			$	6
Adjusted EPS from continuing operations attributable to FNFV common shareholders - diluted		$	0.12			$	0.06			$	0.06
Cash flows provided by operations:		$	117
Capital expenditures			28
Free cash flow		$	89

 

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FIDELITY NATIONAL FINANCIAL VENTURES

FOURTH QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Three Months Ended December 31, 2013		Total FNFV				Restaurant Group				FNFV Corporate and Other
Operating revenue		$	396			$	371			$	25
Interest and investment income			1				—				1
Realized gains and losses			(2	)			(1	)			(1	)
Total revenue			395				370				25
Personnel costs			55				18				37
Other operating expenses			22				15				7
Cost of restaurant revenue			315				315				—
Depreciation and amortization			14				13				1
Interest expense			2				2				—
Total expenses			408				363				45
Pre-tax (loss) earnings from continuing operations		$	(13	)		$	7			$	(20	)
Non-GAAP adjustments before taxes
Realized loss, net adjustment		$	2			$	1			$	1
FNFV incentive plan accrual			18				—				18
Purchase price amortization			6				4				2
Total non-GAAP adjustments before taxes		$	26			$	5			$	21
Adjusted pre-tax earnings from continuing operations		$	13			$	12			$	1
Adjusted pre-tax margin from continuing operations			3.3	%			3.2	%			3.8	%
Purchase price amortization			(6	)			(4	)			(2	)
Interest expense			2				2				—
Depreciation and amortization			14				13				1
Adjusted EBITDA		$	23			$	23			$	—
Adjusted EBITDA margin			5.8	%			6.2	%			—

 

6

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FIDELITY NATIONAL FINANCIAL VENTURES

FOURTH QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Three Months Ended December 31, 2013		Total FNFV				Restaurant Group				FNFV Corporate and Other
Pre-tax earnings from continuing operations		$	(13	)		$	7			$	(20	)
Income tax expense			(13	)			(3	)			(10	)
Loss from equity investments			(6	)			—				(6	)
Earnings from discontinued operations, net of tax			8				—				8
Non-controlling interests			3				3				—
Net earnings attributable to Old FNF common shareholders		$	(1	)		$	7			$	(8	)
EPS attributable to Old FNF common shareholders - basic		$	—			$	0.03			$	(0.03	)
EPS attributable to Old FNF common shareholders - diluted		$	—			$	0.03			$	(0.03	)
Old FNF weighted average shares - basic			230
Old FNF weighted average shares - diluted			235
Total non-GAAP, pre-tax adjustments		$	26			$	5			$	21
Ceridian adjustments			10				—				10
Income taxes on non-GAAP adjustments			(12	)			(2	)			(10	)
Noncontrolling interest on non-GAAP adjustments			(1	)			(1	)			—
Total non-GAAP adjustments			23				2				21
Adjusted net earnings attributable to Old FNF common shareholders		$	22			$	9			$	13
Adjusted EPS attributable to Old FNF common shareholders - diluted		$	0.09			$	0.04			$	0.06
Adjusted net earnings attributable to Old FNF common shareholders		$	22			$	9			$	13
Earnings from discontinued operations, net of tax			(8	)			—				(8	)
Non-controlling interests on discontinued operations			4				—				4
Net earnings from continuing operations attributable to Old FNF common shareholders		$	18			$	9			$	9
Adjusted EPS from continuing operations attributable to Old FNF common shareholders - diluted		$	0.07			$	0.04			$	0.04
Cash flows provided by operations:		$	94
Capital expenditures			16
Free cash flow		$	78

 

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FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Twelve Months Ended December 31, 2014		Total FNFV				Restaurant Group				FNFV Corporate and Other
Operating revenue		$	1,546			$	1,436			$	110
Interest and investment income			5				—				5
Realized gains and losses			(17	)			(13	)			(4	)
Total revenue			1,534				1,423				111
Personnel costs			170				69				101
Other operating expenses			86				61				25
Cost of restaurant revenue			1,220				1,220				—
Depreciation and amortization			67				52				15
Interest expense			5				8				(3	)
Total expenses			1,548				1,410				138
Pre-tax earnings from continuing operations		$	(14	)		$	13			$	(27	)
Non-GAAP adjustments before taxes
Realized loss, net adjustment		$	17			$	13			$	4
FNFV incentive plan accrual			19				—				19
Purchase price amortization			27				15				12
Total non-GAAP adjustments before taxes		$	63			$	28			$	35
Adjusted pre-tax earnings from continuing operations		$	49			$	41			$	8
Adjusted pre-tax margin from continuing operations			3.2	%			2.9	%			7.0	%
Purchase price amortization			(27	)			(15	)			(12	)
Interest expense			5				8				(3	)
Depreciation and amortization			67				52				15
Adjusted EBITDA		$	94			$	86			$	8
Adjusted EBITDA margin			6.1	%			6.0	%			7.0	%
Pre-tax earnings from continuing operations		$	(14	)		$	13			$	(27	)
Income tax expense			150				1				149
Earnings from equity investments			428				—				428
Earnings from discontinued operations, net of tax			8				—				8
Non-controlling interests			4				2				2
Net earnings attributable to FNF common shareholders		$	268			$	10			$	258
EPS attributable to Old FNF common shareholders - basic		$	(0.04	)		$	0.04			$	(0.08	)
EPS attributable to Old FNF common shareholders - diluted		$	(0.04	)		$	0.04			$	(0.08	)
Old FNF weighted average shares - basic			138
Old FNF weighted average shares - diluted			142
EPS attributable to FNFV group common shareholders - basic		$	3.04			$	—			$	3.04
EPS attributable to FNFV group common shareholders - diluted		$	3.01			$	—			$	3.01

 

8

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FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Twelve Months Ended December 31, 2014		Total FNFV				Restaurant Group				FNFV Corporate and Other
FNFV weighted average shares - basic			46
FNFV weighted average shares - diluted			47
FNFV actual shares outstanding as of December 31, 2014			93
Total Non-GAAP, pre-tax adjustments		$	63			$	28			$	35
Ceridian Comdata gain and other Ceridian legal adjustments			(456	)			—				(456	)
Impairment of Fidelity National Environmental Solutions investment			15				—				15
Income taxes on non-GAAP adjustments			148				(6	)			154
Noncontrolling interest on non-GAAP adjustments			(13	)			(13	)			—
Total non-GAAP adjustments			(243	)			9				(252	)
Total adjusted net earnings attributable to FNFV		$	25			$	19			$	6
Total adjusted EPS attributable to FNFV shareholders - diluted*		$	0.27			$	0.20			$	0.06
Adjusted net earnings attributable to FNFV common shareholders		$	25			$	19			$	6
Earnings from discontinued operations, net of tax			(8	)			—				(8	)
Non-controlling interests on discontinued operations			4				—				4
Net earnings from continuing operations attributable to FNFV common shareholders		$	21			$	19			$	2
Adjusted EPS from continuing operations attributable to FNFV common shareholders*		$	0.22			$	0.20			$	0.02
*  Adjusted EPS is presented as if 93M shares of FNFV group common stock were outstanding for the entire twelve months
Cash flows provided by operations:		$	106
Non-GAAP adjustments:
FNFV incentive program payments			57
Other legal matters			16
Total non-GAAP adjustments			73
Adjusted cash flows from operations			179
Capital expenditures			90
Free cash flow		$	89

 

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FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Twelve Months Ended December 31, 2013		Total FNFV				Restaurant Group				FNFV Corporate and Other
Operating revenue		$	1,495			$	1,408			$	87
Interest and investment income			4				—				4
Realized gains and losses			(2	)			(1	)			(1	)
Total revenue			1,497				1,407				90
Personnel costs			179				65				114
Other operating expenses			84				65				19
Cost of restaurant revenue			1,204				1,204				—
Depreciation and amortization			65				53				12
Interest expense			5				8				(3	)
Total expenses			1,537				1,395				142
Pre-tax (loss) earnings from continuing operations		$	(40	)		$	12			$	(52	)
Non-GAAP adjustments before taxes
Realized loss, net adjustment		$	2			$	1			$	1
FNFV incentive plan accrual			54				—				54
Purchase price amortization			21				11				10
Total non-GAAP adjustments before taxes		$	77			$	12			$	65
Adjusted pre-tax earnings from continuing operations		$	37			$	24			$	13
Adjusted pre-tax margin from continuing operations			2.5	%			1.7	%			14.3	%
Purchase price amortization			(21	)			(11	)			(10	)
Interest expense			5				8				(3	)
Depreciation and amortization			65				53				12
Adjusted EBITDA		$	86			$	74			$	12
Adjusted EBITDA margin			5.7	%			5.3	%			13.2	%

 

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FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)

 

Twelve Months Ended December 31, 2013		Total FNFV				Restaurant Group				FNFV Corporate and Other
Pre-tax earnings from continuing operations		$	(40	)		$	12			$	(52	)
Income tax (benefit) expense			(42	)			(4	)			(38	)
Loss from equity investments			(30	)			—				(30	)
Earnings (loss) from discontinued operations, net of tax			4				(3	)			7
Non-controlling interests			3				4				(1	)
Net (loss) earnings attributable to Old FNF common shareholders		$	(27	)		$	9			$	(36	)
EPS attributable to Old FNF common shareholders - basic		$	(0.12	)		$	0.04			$	(0.16	)
EPS attributable to Old FNF common shareholders - diluted		$	(0.12	)		$	0.04			$	(0.16	)
Weighted average shares - basic			230
Weighted average shares - diluted			235
Total non-GAAP, pre-tax adjustments		$	77			$	12			$	65
Income taxes on non-GAAP adjustments			(24	)			(4	)			(20	)
Noncontrolling interest on non-GAAP adjustments			(3	)			(3	)			—
Total non-GAAP adjustments			50				5				45
Adjusted net earnings attributable to Old FNF common shareholders		$	23			$	14			$	9
Adjusted EPS attributable to Old FNF common shareholders - diluted		$	0.10			$	0.06			$	0.04
Adjusted net earnings attributable to FNFV		$	23			$	14			$	9
Earnings from discontinued operations, net of tax			(4	)			3				(7	)
Non-controlling interests on discontinued operations			2				(1	)			3
Net earnings from continuing operations attributable to FNFV		$	21			$	16			$	5
Adjusted EPS from continuing operations attributable to FNFV common shareholders*		$	0.09			$	0.07			$	0.02
Cash flows provided by operations:		$	130
Non-GAAP adjustments:
Other legal matters			7
Total non-GAAP adjustments			7
Adjusted cash flows from operations			137
Capital expenditures			78
Free cash flow		$	59

 

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FIDELITY NATIONAL FINANCIAL VENTURES

SUMMARY BALANCE SHEET INFORMATION

(In millions)

 

		FNFV December 31, 2014						FNFV December 31, 2013
		(Unaudited)						(Unaudited)
Cash and investment portfolio		$	1,009					$	559
Goodwill			206						462
Total assets			1,923						2,616
Notes payable			124						452
Non-controlling interest			137						465
Total equity and redeemable non-controlling interests			1,515						1,639
Total equity attributable to common shareholders			1,378						1,174

 

		FNF Core				FNFV				Consolidated December 31, 2014						Consolidated December 31, 2013
		(Unaudited)				(Unaudited)				(Unaudited)
Cash and investment portfolio		$	4,360			$	1,009			$	5,369					$	5,761
Goodwill			4,514				206				4,720						1,901
Title plant			393				—				393						370
Total assets			11,944				1,923				13,867						10,529
Notes payable			2,702				124				2,826						1,323
Reserve for title claim losses			1,621				—				1,621						1,636
Secured trust deposits			622				—				622						588
Redeemable non-controlling interests			717				—				717						—
Non-redeemable non-controlling interests			(60	)			137				77						474
Total equity and redeemable non-controlling interests			5,272				1,515				6,787						5,535
Total equity attributable to common shareholders			4,615				1,378				5,993						5,061

 

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FIDELITY NATIONAL FINANCIAL VENTURES

BOOK VALUE SUMMARY

(In millions)

(Unaudited)

 

		FNFV December 31, 2014
		Book Value
Ceridian/Fleetcor		$	632
American Blue Ribbon Holdings			159
J. Alexander’s			100
Digital Insurance			149
Cascade			63
Holding Company Cash			164
Other			111
FNFV Book Value		$	1,378

 

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FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)

 

		Three Months Ended														Twelve Months Ended
		December 31, 2014														December 31, 2014
		Consolidated				Core				FNFV						Consolidated				Core				FNFV
Direct title premiums		$	478			$	478			$	—					$	1,727			$	1,727			$	—
Agency title premiums			494				494				—						1,944				1,944				—
Total title premiums			972				972				—						3,671				3,671				—
Escrow, title-related and other fees			707				679				28						2,804				2,694				110
Total title and escrow and other			1,679				1,651				28						6,475				6,365				110
Restaurant revenue			381				—				381						1,436				—				1,436
Interest and investment income			33				33				—						126				121				5
Realized gains and losses			(7	)			4				(11	)					(13	)			4				(17	)
Total revenue			2,086				1,688				398						8,024				6,490				1,534
Personnel costs			644				588				56						2,540				2,370				170
Other operating expenses			404				379				25						1,643				1,557				86
Cost of restaurant revenue			321				—				321						1,220				—				1,220
Agent commissions			373				373				—						1,471				1,471				—
Depreciation and amortization			101				83				18						403				336				67
Title claim loss expense			59				59				—						228				228				—
Interest expense			31				29				2						127				122				5
Total expenses			1,933				1,511				422						7,632				6,084				1,548
Earnings (loss) from continuing operations before taxes			153				177				(24	)					392				406				(14	)
Income tax expense			233				70				163						312				162				150
(Loss) earnings from continuing operations before equity investments			(80	)			107				(187	)					80				244				(164	)
Earnings from equity investments			475				1				474						432				4				428
Net earnings from continuing operations			395				108				287						512				248				264
Earnings (loss) from discontinued operations, net of tax			8				—				8						7				(1	)			8
Net earnings			403				108				295						519				247				272
Non-controlling interests			11				8				3						(64	)			(68	)			4
Net earnings attributable to common shareholders		$	392			$	100			$	292					$	583			$	315			$	268
Cash flows provided by operations			275				158				117						559				453				106

 

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FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)

 

		Three Months Ended														Twelve Months Ended
		December 31, 2013														December 31, 2013
		Consolidated				Core				FNFV						Consolidated				Core				FNFV
Direct title premiums		$	423			$	423			$	—					$	1,800			$	1,800			$	—
Agency title premiums			573				573				—						2,352				2,352				—
Total title premiums			996				996				—						4,152				4,152				—
Escrow, title-related and other fees			376				351				25						1,737				1,650				87
Total title and escrow and other			1,372				1,347				25						5,889				5,802				87
Restaurant revenue			371				—				371						1,408				—				1,408
Interest and investment income			29				28				1						127				123				4
Realized gains and losses			5				7				(2	)					16				18				(2	)
Total revenue			1,777				1,382				395						7,440				5,943				1,497
Personnel costs			515				460				55						2,061				1,882				179
Other operating expenses			289				267				22						1,273				1,189				84
Cost of restaurant revenue			315				—				315						1,204				—				1,204
Agent commissions			437				437				—						1,789				1,789				—
Depreciation and amortization			32				18				14						133				68				65
Title claim loss expense			70				70				—						291				291				—
Interest expense			18				16				2						73				68				5
Total expenses			1,676				1,268				408						6,824				5,287				1,537
Earnings (loss) from continuing operations before taxes			101				114				(13	)					616				656				(40	)
Income tax expense (benefit)			27				40				(13	)					195				237				(42	)
Earnings from continuing operations before equity investments			74				74				—						421				419				2
(Loss) earnings from equity investments			(6	)			—				(6	)					(26	)			4				(30	)
Net earnings (loss) from continuing operations			68				74				(6	)					395				423				(28	)
Earnings from discontinued operations, net of tax			9				1				8						6				2				4
Net earnings (loss)			77				75				2						401				425				(24	)
Non-controlling interests			3				—				3						7				4				3
Net earnings (loss) attributable to common shareholders		$	74			$	75			$	(1	)				$	394			$	421			$	(27	)
Cash flows provided by operations			140				46				94						484				354				130

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