SEC Filing - Fidelity National Financial

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8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

April 27, 2016

Fidelity National Financial, Inc.

(Exact name of Registrant as Specified in its Charter)

001-32630

(Commission File Number)



Delaware (State or Other Jurisdiction of Incorporation or Organization)		16-1725106 (IRS Employer Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02.		Results of Operations and Financial Condition

On April 27, 2016, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the First Quarter of 2016. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

A copy of the FNF Core and FNFV earnings releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively.



Item 9.01.		Financial Statements and Exhibits



Exhibit		Description
	99.1	Press release announcing FNF Core First Quarter 2016 Earnings.
	99.2	Press release announcing FNFV First Quarter 2016 Earnings.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		Fidelity National Financial, Inc.
Date:	April 27, 2016	By:	/s/ Anthony J. Park
			Name:	Anthony J. Park
			Title:	Chief Financial Officer

EXHIBIT INDEX




Exhibit		Description
	99.1	Press release announcing FNF Core First Quarter 2016 Earnings.
	99.2	Press release announcing FNFV First Quarter 2016 Earnings.

Exhibit

FNF Group Reports First Quarter 2016 Adjusted EPS of $0.33, Adjusted Pre-Tax Title Margin of 9.8%, BKFS Revenue Growth of 6% and BKFS Adjusted EBITDA Margin of 45.1%

Jacksonville, Fla. - (April 27, 2016) - Fidelity National Financial, Inc. today reported the operating results of FNF Group (NYSE:FNF), a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries, for the three-month period ended March 31, 2016.


•	Total revenue of approximately $1.7 billion in the first quarter versus $1.6 billion in the first quarter of 2015


•	Adjusted first quarter net earnings of $94 million versus adjusted net earnings of $106 million for the first quarter of 2015


•	Adjusted first quarter diluted EPS of $0.33 versus adjusted diluted EPS of $0.37 in the first quarter of 2015


•	First quarter free cash flow provided of $35 million versus $2 million provided in the first quarter of 2015


•	Repurchased 1.9 million shares of FNF common stock for approximately $62 million in the first quarter

Title


•	Approximately $1.4 billion in total revenue, adjusted pre-tax earnings of $142 million and adjusted pre-tax title margin of 9.8% for the first quarter versus approximately $1.3 billion in total revenue, adjusted pre-tax earnings of $141 million and an adjusted pre-tax title margin of 10.5% in the first quarter of 2015


•	Adjusted pre-tax title margin of 9.8% was a 70 basis point decline from the first quarter 2015 adjusted pre-tax title margin of 10.5%


•	ServiceLink generated $195 million in revenue, adjusted EBITDA of $18 million, an adjusted EBITDA margin of 9%, adjusted pre-tax earnings of $14 million and an adjusted pre-tax margin of 7% for the first quarter


•	Open orders per day of 8,339 for the first quarter versus 9,475 open orders per day for the first quarter of 2015


•	Closed orders per day of 5,194 for the first quarter versus 5,656 closed orders per day for the first quarter of 2015


•	First quarter purchase orders opened and closed increased by 5% and 9%, respectively, versus the first quarter of 2015; for FNTG only (excluding ServiceLink), purchase orders opened and closed increased by 6% and 10%, respectively versus the first quarter of 2015

•

Total commercial revenue of $211 million, a 1% increase over total commercial revenue in the first quarter of 2015, driven by a 4% increase in closed orders and a 1% decrease in total commercial fee per file; first quarter total commercial open orders increased by 1%; first quarter national commercial title revenue of $121 million, a 2% increase from the first quarter of 2015, driven by a 7% improvement in the national commercial fee per file and a 5% decrease in closed orders; first quarter national commercial open orders declined by 5%


•	Overall first quarter average fee per file of $2,032, an 11% increase versus the first quarter of 2015


•	Title claims paid of $40 million, a decrease of $20 million, or 33%, from the first quarter of 2015

Title Orders



		Direct Orders Opened *			Direct Orders Closed *
Month	/ (% Purchase)			/ (% Purchase)
January 2016		139,000	57%		94,000	55%
February 2016		182,000	52%		99,000	55%
March 2016		196,000	57%		129,000	53%

First Quarter 2016		517,000	55%		322,000	55%



		Direct Orders Opened *		Direct Orders Closed *
Month	/ (% Purchase)			/ (% Purchase)
January 2015		190,000	42%	94,000	50%
February 2015		187,000	46%	110,000	44%
March 2015		201,000	52%	141,000	46%

First Quarter 2015		578,000	47%	345,000	46%

* Includes an immaterial number of non-purchase and non-refinance orders



	Open		Closed		Commercial
	Commercial		Commercial		Revenue		Commercial
	Orders		Orders		(In millions)		Fee Per File
First Quarter 2016 - Total Commercial		48,500		30,700		$211		$6,900
First Quarter 2015 - Total Commercial		47,800		29,600		$208		$7,000

First Quarter 2016 - National Commercial		19,300		10,600		$121		$11,400
First Quarter 2015 - National Commercial		20,400		11,100		$119		$10,700

BKFS


•	Revenue of $242 million, led by Servicing Technology revenue of approximately $164 million


•	Revenue growth of 6% for the first quarter compared to the first quarter of 2015, led by strong growth in Origination Technology and Servicing Technology


•	Adjusted EBITDA of $107 million, an $11 million increase, or 11%, over the first quarter of 2015 and an adjusted EBITDA margin of 45.1%

“This quarter was a solid start to what we expect to be another successful year for FNF, as we generated a 9.8% pre-tax title margin in the first quarter," said Chairman William P. Foley, II. "Given the normal slow first quarter seasonal pattern, a nearly 10% pre-tax title margin is a strong historical first quarter performance. TRID implementation has had a negative impact on our closing efficiency ratio as we continue to carry higher than normal headcount to help our customers navigate the new closing process. With a current backdrop of mid-single digit growth in the purchase market, an apparently softening refinance market and a relatively flat, although still very strong, commercial market, we are targeting a 15% pre-tax title margin in the second quarter.

“Black Knight continued its strong financial performance this quarter, generating 6% revenue growth, $107 million in adjusted EBITDA and a 45.1% adjusted EBITDA margin. FNF's Black Knight ownership stake is currently worth approximately $2.5 billion, or more than $9 per FNF share, and we continue to believe that Black Knight will generate long-term value for FNF shareholders."

Conference Call

We will host a call with investors and analysts to discuss first quarter 2016 FNF Group results on Thursday, April 28, 2016, beginning at 11:30 a.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 1:30 p.m. Eastern time on April 28, 2016, through May 5, 2016, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 391052.

About Fidelity National Financial, Inc.

Fidelity National Financial, Inc. is organized into two groups, FNF Group (NYSE: FNF) and FNFV Group (NYSE: FNFV). 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, Inc. and ServiceLink Holdings, LLC. FNFV holds majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC, Ceridian HCM, Inc., Fleetcor

Technologies, Inc., Digital Insurance, Inc. and Del Frisco's Restaurant Group, Inc. More information about FNF and FNFV 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.

Forward-Looking Statements and Risk Factors

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.

This press release should be read in conjunction with the press release filed for the results of FNFV 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.

FNF-E

SOURCE: Fidelity National Financial, Inc.

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

FNF GROUP

FIRST QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
March 31, 2016
Direct title premiums	$	422		$	422		$	—		$	—
Agency title premiums	530			530			—			—
Escrow, title related and other fees (1)	741			466			242			33
Total title and escrow	1,693			1,418			242			33

Interest and investment income	29			29			—			—
Realized gains and losses, net	(3		)	—			—			(3		)
Total revenue	1,719			1,447			242			30

Personnel costs	614			506			96			12
Agent commissions	402			402			—			—
Other operating expenses	405			331			41			33
Depreciation and amortization	85			35			48			2
Claim loss expense	52			52			—			—
Interest expense	31			—			16			15
Total expenses	1,589			1,326			201			62

Pre-tax earnings (loss) from continuing operations	$	130		$	121		$	41		$	(32	)

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	$	3		$	—		$	—		$	3
Deferred revenue add back and management fee	2			—			2			—
Purchase price amortization	41			21			20			—
Total non-GAAP adjustments before taxes	$	46		$	21		$	22		$	3

Adjusted pre-tax earnings (loss) from continuing ops.	$	176		$	142		$	63		$	(29	)
Adjusted pre-tax margin from continuing operations	10.2		%	9.8		%	25.8		%	—

Purchase price amortization	(41		)	(21		)	(20		)	—
Depreciation and amortization	85			35			48			2
Interest expense	31			—			16			15

Adjusted EBITDA	$	251		$	156		$	107		$	(12	)
Adjusted EBITDA margin	14.6		%	10.8		%	45.1		%	—

ServiceLink non-GAAP reconciliations:
ServiceLink pre-tax loss	$	(3	)
Depreciation and amortization	21
ServiceLink EBITDA	18

ServiceLink pre-tax loss	$	(3	)
Purchase price amortization	17
ServiceLink adjusted pre-tax earnings	$	14


1.	BKFS also reported adjusted revenue of $244 million, which includes $2 million of deferred revenue

FNF GROUP

FIRST QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
March 31, 2016
Pre-tax earnings (loss) from continuing operations	$	130		$	121		$	41		$	(32	)
Income tax expense (benefit)	50			45			14			(9		)
Earnings from equity investments	3			3			—			—
Non-controlling interests	10			(2		)	12			—

Net earnings (loss) attributable to FNF Group common shareholders	$	73		$	81		$	15		$	(23	)

EPS attributable to FNF Group common shareholders - basic	$	0.27		$	0.30		$	0.05		$	(0.08	)
EPS attributable to FNF Group common shareholders - diluted	$	0.26		$	0.29		$	0.05		$	(0.08	)

FNF Group weighted average shares - basic	274
FNF Group weighted average shares - diluted	281

Net earnings (loss) attributable to FNF Group common shareholders	$	73		$	81		$	15		$	(23	)

Total non-GAAP, pre-tax adjustments	46			21			22			3
Noncontrolling interest on non-GAAP adjustments	(10		)	(4		)	(6		)	—
Income taxes on non-GAAP adjustments	(15		)	(6		)	(8		)	(1		)
Total non-GAAP adjustments	21			11			8			2

Adjusted net earnings (loss) attributable to FNF Group common shareholders	$	94		$	92		$	23		$	(21	)

Adjusted EPS attributable to FNF Group common shareholders - diluted	$	0.33		$	0.33		$	0.08		$	(0.08	)

Direct orders opened (000's)	517			517
Direct orders closed (000's)	322			322
Fee per file	$	2,032		$	2,032
Actual title claims paid	$	40		$	40

Cash flows provided by operations:	$	73

Capital expenditures	38
Free cash flow	$	35

FNF GROUP

FIRST QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
March 31, 2015
Direct title premiums	$	417		$	417		$	—		$	—
Agency title premiums	441			441			—			—
Escrow, title related and other fees	695			450			227			18
Total title and escrow	1,553			1,308			227			18

Interest and investment income	30			30			—			—
Realized gains and losses, net	—			—			—			—
Total revenue	1,583			1,338			227			18

Personnel costs	585			480			97			8
Agent commissions	333			333			—			—
Other operating expenses	372			317			37			18
Depreciation and amortization	83			37			45			1
Claim loss expense	51			51			—			—
Interest expense	29			—			8			21
Total expenses	1,453			1,218			187			48

Pre-tax earnings (loss) from continuing operations	$	130		$	120		$	40		$	(30	)

Non-GAAP adjustments before taxes
Deferred revenue add back	2			—			2			—
Management fee	1			—			1			—
Purchase price amortization	43			21			21			1
Total non-GAAP adjustments before taxes	$	46		$	21		$	24		$	1

Adjusted pre-tax earnings (loss) from continuing operations	$	176		$	141		$	64		$	(29	)
Adjusted pre-tax margin from continuing operations	11.1		%	10.5		%	27.9		%	—

Purchase price amortization	(43		)	(21		)	(21		)	(1		)
Depreciation and amortization	83			37			45			1
Interest expense	29			—			8			21

Adjusted EBITDA	$	245		$	157		$	96		$	(8	)
Adjusted EBITDA margin	15.5		%	11.7		%	41.9		%	—

FNF GROUP

FIRST QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
March 31, 2015
Pre-tax earnings (loss) from continuing operations	$	130		$	120		$	40		$	(30	)

Income tax expense	47			43			—			4
Earnings from equity investments	2			2			—			—
Non-controlling interests	(1		)	(5		)	5			(1		)

Net earnings (loss) attributable to FNF Group common shareholders	$	86		$	84		$	35		$	(33	)

EPS attributable to FNF Group common shareholders - basic	$	0.31		$	0.30		$	0.13		$	(0.12	)
EPS attributable to FNF Group common shareholders - diluted	$	0.30		$	0.30		$	0.12		$	(0.12	)

FNF Group weighted average shares - basic	278
FNF Group weighted average shares - diluted	288

Net earnings (loss) attributable to FNF Group common shareholders	$	86		$	84		$	35		$	(33	)

Total non-GAAP, pre-tax adjustments	46			21			24			1
Income taxes on non-GAAP adjustments	(12		)	(6		)	(6		)	—
Noncontrolling interest on non-GAAP adjustments	(14		)	(6		)	(8		)	—
Total non-GAAP adjustments	20			9			10			1

Adjusted net earnings (loss) attributable to FNF Group common shareholders	$	106		$	93		$	45		$	(32	)

Adjusted EPS attributable to FNF Group common shareholders - diluted	$	0.37		$	0.32		$	0.16		$	(0.11	)

Direct orders opened (000's)	578			578
Direct orders closed (000's)	345			345
Fee per file	$	1,833		$	1,833
Actual title claims paid	$	60		$	60

Cash flows provided by operations:	$	35
Non-GAAP adjustments:
THL Management Fee	1
Total non-GAAP adjustments	1

Adjusted cash flows from operations	36
Capital expenditures	34
Free cash flow	$	2

FNF GROUP

QUARTERLY OPERATING STATISTICS

(Unaudited)



	Q1 2016			Q4 2015			Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014			Q2 2014
Quarterly Open Orders ('000's except % data)
Total open orders*	517			441			514			560			578			452			481			514
Total open orders per day*	8.3			7.0			8.0			8.8			9.5			7.1			7.5			8.0
Purchase % of open orders	55		%	55		%	58		%	57		%	47		%	52		%	60		%	60		%
Refinance % of open orders	45		%	45		%	42		%	43		%	53		%	48		%	40		%	40		%
Total closed orders*	322			341			378			408			345			334			348			342
Total closed orders per day*	5.2			5.4			5.9			6.4			5.7			5.3			5.4			5.3
Purchase % of closed orders	55		%	58		%	60		%	54		%	46		%	57		%	62		%	61		%
Refinance % of closed orders	45		%	42		%	40		%	46		%	54		%	43		%	38		%	39		%

Commercial (millions, except orders in '000's)
Total commercial revenue**	$	211		$	303		$	258		$	258		$	208		$	274		$	225		$	183
Total commercial open orders**	48.5			46.3			50.3			50.8			47.8			—			—			—
Total commercial closed orders**	30.7			36.3			33.0			32.4			29.6			—			—			—

National commercial revenue	$	121		$	183		$	146		$	150		$	119		$	166		$	136		$	115
National commercial open orders	19.3			18.1			21.0			21.2			20.4			18.1			21.4			22.2
National commercial closed orders	10.6			13.4			12.2			12.5			11.1			12.7			12.8			11.8

Total Fee Per File
Fee per file	$	2,032		$	2,272		$	2,133		$	2,026		$	1,833		$	2,131		$	2,066		$	1,982
Residential and local commercial fee per file	$	1,713		$	1,806		$	1,805		$	1,711		$	1,538		$	1,699		$	1,739		$	1,750
Residential fee per file	$	1,522		$	1,548		$	1,589		$	1,514		1,346			—			—			—
Total commercial fee per file**	$	6,900		$	8,300		$	7,800		$	8,000		7,000			—			—			—
National commercial fee per file	$	11,400		$	13,600		$	12,000		$	12,000		$	10,700		$	13,100		$	10,600		$	9,800

Total Staffing
Total field operations employees	10,900			10,700			11,000			10,900			10,400			9,900			10,200			10,200

FNT Only Quarterly Operating Statistics ('000's except fee per file and staffing)
Total open orders*	429			360			422			458			456			354			385			403
Total open orders per day*	6.9			5.7			6.6			7.2			7.5			5.6			6.0			6.3
Purchase % of open orders	61		%	62		%	65		%	65		%	54		%	60		%	69		%	71		%
Refinance % of open orders	39		%	38		%	35		%	35		%	46		%	40		%	31		%	29		%
Total closed orders*	265			285			314			334			277			273			282			272
Total closed orders per day*	4.3			4.5			4.9			5.2			4.5			4.3			4.4			4.3
Purchase % of closed orders	60		%	63		%	66		%	61		%	52		%	63		%	70		%	71		%
Refinance % of closed orders	40		%	37		%	34		%	39		%	48		%	37		%	30		%	29		%
Fee per file	$	2,261		$	2,521		$	2,364		$	2,264		$	2,055		$	2,382		$	2,306		$	2,227
Total title field operations employees	9,700			9,500			9,700			9,600			9,100			8,700			8,900			8,700

ServiceLink Only Quarterly Operating Statistics ('000's except fee per file and staffing)
Total Open Orders*	87			81			92			102			122			98			96			111
Total open orders per day*	1.4			1.3			1.4			1.6			2.0			1.6			1.5			1.7
Purchase % of open orders	24		%	22		%	23		%	22		%	17		%	23		%	23		%	20		%
Refinance % of open orders	76		%	78		%	77		%	78		%	83		%	77		%	77		%	80		%
Total closed orders	57			56			64			74			68			61			66			70
Total closed orders per day*	0.9			0.9			1.0			1.2			1.1			1.0			1.0			1.1
Purchase % of closed orders	28		%	31		%	26		%	21		%	22		%	26		%	24		%	18		%
Refinance % of closed orders	72		%	69		%	74		%	79		%	78		%	74		%	76		%	82		%
Fee per file	$	972		$	1,003		$	987		$	958		$	921		$	1,027		$	1,052		$	1,038
Total ServiceLink operating employees	1,200			1,200			1,300			1,300			1,300			1,200			1,300			1,500

* Includes an immaterial number of non-purchase and non-refinance orders

** Total commercial order and fee per file tracking began in January 2015

FNF GROUP

SUMMARY BALANCE SHEET INFORMATION

(In millions)



	FNF Group March 31, 2016			FNF Group December 31, 2015
	(Unaudited)				(Unaudited)
Cash and investment portfolio		$	4,957		$	4,898
Goodwill		4,579			4,572
Title plant		395			395
Total assets		12,533			12,502
Notes payable		2,535			2,593
Reserve for title claim losses		1,595			1,583
Secured trust deposits		840			701
Redeemable non-controlling interests		344			344
Non-redeemable non-controlling interests		732			720
Total equity and redeemable non-controlling interests		5,852			5,849
Total equity attributable to common shareholders		4,776			4,785



	FNF Group March 31, 2016				FNFV March 31, 2016		Consolidated March 31, 2016			Consolidated December 31, 2015
	(Unaudited)			(Unaudited)			(Unaudited)
Cash and investment portfolio		$	4,957		$	701		$	5,658		$	5,633
Goodwill		4,579			187			4,766			4,760
Title plant		395			—			395			395
Total assets		12,533			1,410			13,943			13,931
Notes payable		2,535			207			2,742			2,793
Reserve for title claim losses		1,595			—			1,595			1,583
Secured trust deposits		840			—			840			701
Redeemable non-controlling interests		344			—			344			344
Non-redeemable non-controlling interests		732			116			848			834
Total equity and redeemable non-controlling interests		5,852			1,067			6,919			6,932
Total equity attributable to common shareholders		4,776			951			5,727			5,754

Fidelity National Financial, Inc.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2016
	Consolidated			Core			FNFV
Direct title premiums	$	422		$	422		$	—
Agency title premiums	530			530			—
Total title premiums	952			952			—
Escrow, title-related and other fees	779			741			38
Total title and escrow and other	1,731			1,693			38

Restaurant revenue	293			—			293
Interest and investment income	30			29			1
Realized gains and losses, net	(6		)	(3		)	(3		)
Total revenue	2,048			1,719			329

Personnel costs	652			614			38
Other operating expenses	432			405			27
Cost of restaurant revenue	245			—			245
Agent commissions	402			402			—
Depreciation and amortization	100			85			15
Title claim loss expense	52			52			—
Interest expense	34			31			3
Total expenses	1,917			1,589			328

Earnings from continuing operations before taxes	131			130			1
Income tax expense (benefit)	49			50			(1		)
Earnings from continuing operations before equity investments	82			80			2
Earnings (loss) from equity investments	2			3			(1		)
Net earnings	84			83			1
Non-controlling interests	10			10			—
Net earnings attributable to common shareholders	$	74		$	73		$	1

Cash flows provided by operations	92			73			19

Fidelity National Financial, Inc.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2015
	Consolidated			Core			FNFV
Direct title premiums	$	417		$	417		$	—
Agency title premiums	441			441			—
Total title premiums	858			858			—
Escrow, title-related and other fees	808			695			113
Total title and escrow and other	1,666			1,553			113

Restaurant revenue	364			—			364
Interest and investment income	31			30			1
Realized gains and losses, net	—			—			—
Total revenue	2,061			1,583			478

Personnel costs	623			585			38
Other operating expenses	466			372			94
Cost of restaurant revenue	306			—			306
Agent commissions	333			333			—
Depreciation and amortization	100			83			17
Title claim loss expense	51			51			—
Interest expense	31			29			2
Total expenses	1,910			1,453			457

Earnings from continuing operations before taxes	151			130			21
Income tax expense	50			47			3
Earnings from continuing operations before equity investments	101			83			18
(Loss) earnings from equity investments	(1		)	2			(3		)
Net earnings	100			85			15
Non-controlling interests	14			(1		)	15
Net earnings attributable to common shareholders	$	86		$	86		$	—

Cash flows provided by operations	42			35			7

###

Exhibit

FNFV Reports First Quarter 2016 Results With $951 Million Adjusted Book Value of Portfolio Company Investments, or $13.78 Per Share; Repurchased Additional 3.2 Million Shares of Common Stock in First Quarter

Jacksonville, Fla. -- (April 27, 2016) -- Fidelity National Financial, Inc. today reported the operating results for FNFV Group (NYSE:FNFV), a tracking stock established to highlight the inherent value of the portfolio companies of Fidelity National Financial, Inc., for the three-month period ended March 31, 2016.


•	Total revenue of $329 million in the first quarter versus $478 million in the first quarter of 2015


•	First quarter adjusted diluted EPS of $0.08 versus adjusted diluted EPS of $0.03 in the first quarter of 2015


•	Adjusted EBITDA of $28 million for the first quarter versus adjusted EBITDA of $40 million for the first quarter of 2015


•	First quarter FNFV free cash flow of $7 million versus $3 million used in the first quarter of 2015


•	$112 million in holding company cash on March 31, 2016


•	Repurchased approximately 3.2 million shares of common stock for nearly $33 million in the first quarter


•	Since the formation of FNFV in July 2014, more than 23.7 million shares of FNFV common stock have been repurchased for a total of approximately $324 million; approximately 26% of the shares of FNFV common stock distributed in July 2014 have been repurchased

Restaurant Group

•

$290 million in total revenue, adjusted EBITDA of $20 million and adjusted EBITDA margin of 6.8% for the first quarter versus approximately $364 million in total revenue, adjusted EBITDA of $25 million and an adjusted EBITDA margin of 6.9% in the first quarter of 2015; first quarter of 2015 included results of J. Alexander's and Max & Erma's and first quarter 2016 only included a partial quarter from Max & Erma's


•	Same store sales decreased approximately 0.4% in the first quarter, as Ninety Nine and Bakers Square same store sales growth of 3.3% and 3.5%, respectively, was offset by a 2.5% decline at O'Charley's and a 1.7% decline at Village Inn

Ceridian HCM


•	First quarter total revenue of approximately $197 million, a 0.3% increase over the first quarter of 2015 and EBITDA of more than $23 million, a $3 million decline from the first quarter of 2015, for an EBITDA margin of approximately 12%

Digital Insurance


•	First quarter total revenue of $37 million, a 31% increase over the first quarter of 2015; adjusted EBITDA of more than $9 million, a 38% increase over the first quarter of 2015; first quarter EBITDA margin of nearly 25%

Monetization and Investment Initiatives


•	Announced a $47.4 million additional capital investment in Ceridian, as FNFV was one participant in the transaction that raised a total of $150 million for Ceridian to fund the continued growth of the Dayforce customer base through additional implementation resources, continued cloud-based development and further sales and marketing efforts


•	In January, made an aggregate $22 million investment in the debt of Colt Defense, the iconic American gun producer


•	During the first quarter, purchased an additional 827,000 shares of Del Frisco's Restaurant Group common stock for a total investment of more than $12 million; total cumulative investment of approximately 3 million shares (13% of outstanding shares) for nearly $44 million


•	Repurchased approximately 3.2 million shares of FNFV common stock for nearly $33 million during the first quarter

“We made one new investment and two incremental investments this quarter, and continued to aggressively repurchase FNFV common stock,” said Chairman William P. Foley, II. “In January, we made an aggregate $22 million investment in the debt of Colt Defense after working on and leading the debt restructuring of that company in 2015. During January and February, we acquired an additional 827,000 shares of Del Frisco's common stock, bringing our investment to 3 million shares for a total cost of $44 million, or $14.53 per Del Frisco's common share. In March, we made a $47.4 million additional capital investment in

Ceridian to fund the continued growth of the Dayforce product line. Dayforce is winning in the marketplace and this capital infusion will allow Ceridian to continue to grow the cloud-based revenue of the company even more aggressively.

"We also continued our share repurchase efforts in the first quarter, buying back an additional 3.2 million shares of FNFV common stock for approximately $33 million. We will continue to focus on the growth and financial performance of our investments and seek to maximize the value of current and future investments for the benefit of our shareholders."

Conference Call

We will host a call with investors and analysts to discuss first quarter 2016 results of FNFV on Thursday, April 28, 2016, beginning at 12:30 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 2:30 p.m. Eastern time on April 28, 2016, through May 5, 2016, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 391053.

About Fidelity National Financial, Inc.

Use of Non-GAAP Financial Information

Forward-Looking Statements and Risk Factors

This press release should be read in conjunction with the press release filed for the results of FNF Group 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.

FNF-E

SOURCE: Fidelity National Financial, Inc.

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

FIDELITY NATIONAL FINANCIAL VENTURES

FIRST QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
March 31, 2016
Operating revenue	$	331		$	293		$	38
Interest and investment income	1			—			1
Realized gains and losses, net	(3		)	(3		)	—
Total revenue	329			290			39

Personnel costs	38			13			25
Other operating expenses	27			21			6
Cost of restaurant revenue	245			245			—
Depreciation and amortization	15			10			5
Interest expense	3			1			2
Total expenses	328			290			38

Pre-tax earnings from continuing operations	$	1		$	—		$	1

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	$	3		$	3		$	—
Max & Erma's exit/disposal cost	6			6
Purchase price amortization	7			3			4
Total non-GAAP adjustments before taxes	$	16		$	12		$	4

Adjusted pre-tax earnings from continuing operations	$	17		$	12		$	5
Adjusted pre-tax margin from continuing operations	5.1		%	4.1		%	12.8		%

Purchase price amortization	(7		)	(3		)	(4		)
Depreciation and amortization	15			10			5
Interest expense	3			1			2

Adjusted EBITDA	$	28		$	20		$	8
Adjusted EBITDA margin	8.4		%	6.8		%	20.5		%

FIDELITY NATIONAL FINANCIAL VENTURES

FIRST QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
March 31, 2016
Pre-tax earnings from continuing operations	$	1		$	—		$	1

Income tax benefit	(1		)	—			(1		)
Loss from equity investments	(1		)	—			(1		)

Net earnings attributable to FNFV common shareholders	$	1		$	—		$	1

EPS attributable to FNFV common shareholders - basic	$	0.01		$	—		$	0.01
EPS attributable to FNFV common shareholders - diluted	$	0.01		$	—		$	0.01

FNFV weighted average shares - basic	70
FNFV weighted average shares - diluted	72

Net earnings attributable to FNFV common shareholders	$	1		$	—		$	1

Total non-GAAP, pre-tax adjustments	$	16		$	12		$	4
Income taxes on non-GAAP adjustments	(3		)	(3		)	—
Ceridian divestiture (gain) loss	(3		)	—			(3		)
Noncontrolling interest on non-GAAP adjustments	(5		)	(5		)	—
Total non-GAAP adjustments	5			4			1

Adjusted net earnings attributable to FNFV common shareholders	$	6		$	4		$	2

Adjusted EPS attributable to FNFV common shareholders - diluted	$	0.08		$	0.06		$	0.02

Cash flows provided by operations:	$	19
Non-GAAP adjustments:
Total non-GAAP adjustments	—

Adjusted cash flows from operations	19
Capital expenditures	12
Free cash flow	$	7

FIDELITY NATIONAL FINANCIAL VENTURES

FIRST QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
March 31, 2015
Operating revenue	$	477		$	364		$	113
Interest and investment income	1			—			1
Total revenue	478			364			114

Personnel costs	38			17			21
Other operating expenses	94			16			78
Cost of restaurant revenue	306			306			—
Depreciation and amortization	17			13			4
Interest expense	2			2			—
Total expenses	457			354			103

Pre-tax earnings from continuing operations	$	21		$	10		$	11

Non-GAAP adjustments before taxes
Purchase price amortization	7			4			3
Total non-GAAP adjustments before taxes	$	7		$	4		$	3

Adjusted pre-tax earnings from continuing operations	$	28		$	14		$	14
Adjusted pre-tax margin from continuing operations	5.9		%	3.8		%	12.3		%

Purchase price amortization	(7		)	(4		)	(3		)
Depreciation and amortization	17			13			4
Interest expense	2			2			—

Adjusted EBITDA	$	40		$	25		$	15
Adjusted EBITDA margin	8.4		%	6.9		%	13.2		%

FIDELITY NATIONAL FINANCIAL VENTURES

FIRST QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
March 31, 2015
Pre-tax earnings from continuing operations	$	21		$	10		$	11

Income tax expense	3			—			3
(Loss) from equity investments	(3		)	—			(3		)
Non-controlling interests	15			3			12

Net earnings (loss) attributable to FNFV common shareholders	$	—		$	7		$	(7	)

EPS attributable to FNFV common shareholders - basic	$	—		$	0.08		$	(0.08	)
EPS attributable to FNFV common shareholders - diluted	$	—		$	0.08		$	(0.08	)

FNFV weighted average shares - basic	90
FNFV weighted average shares - diluted	92

Net earnings (loss) attributable to FNFV common shareholders	$	—		$	7		$	(7	)

Total non-GAAP, pre-tax adjustments	$	7		$	4		$	3
Income taxes on non-GAAP adjustments	(2		)	(1		)	(1		)
Noncontrolling interest on non-GAAP adjustments	(2		)	(2		)	—
Total non-GAAP adjustments	3			1			2

Adjusted net earnings (loss) attributable to FNFV common shareholders	$	3		$	8		$	(5	)

Adjusted EPS attributable to FNFV common shareholders - diluted	$	0.03		$	0.09		$	(0.06	)

Cash flows provided by operations:	$	7
Non-GAAP adjustments:
Total Non-GAAP adjustments	—

Adjusted cash flows from operations	7
Capital expenditures	10
Free cash flow	$	(3	)

1FIDELITY NATIONAL FINANCIAL VENTURES

SUMMARY BALANCE SHEET AND BOOK VALUE SUMMARY

(In millions)



	FNFV March 31, 2016			FNFV December 31, 2015
	(Unaudited)			(Unaudited)
Cash and investment portfolio		$	701		$	735
Goodwill		187			188
Total assets		1,410			1,429
Notes payable		207			200
Non-controlling interest		116			114
Total equity and redeemable non-controlling interests		1,067			1,083
Total equity attributable to common shareholders		951			969



	FNF Group March 31, 2016				FNFV March 31, 2016		Consolidated March 31, 2016			Consolidated December 31, 2015
	(Unaudited)			(Unaudited)			(Unaudited)
Cash and investment portfolio		$	4,957		$	701		$	5,658		$	5,633
Goodwill		4,579			187			4,766			4,760
Title plant		395			—			395			395
Total assets		12,533			1,410			13,943			13,931
Notes payable		2,535			207			2,742			2,793
Reserve for title claim losses		1,595			—			1,595			1,583
Secured trust deposits		840			—			840			701
Redeemable non-controlling interests		344			—			344			344
Non-redeemable non-controlling interests		732			116			848			834
Total equity and redeemable non-controlling interests		5,852			1,067			6,919			6,932
Total equity attributable to common shareholders		4,776			951			5,727			5,754



Adjusted Book Value Summary	FNFV March 31, 2016			FNFV December 31, 2015
	(Unaudited)			(Unaudited)
Ceridian/Fleetcor		$	420		$	363
American Blue Ribbon Holdings		169			169
Del Frisco's Restaurant Group		48			34
Digital Insurance		74			73
Holding Company Cash		112			245
Other		128			85
Adjusted FNFV Book Value		$	951		$	969
Outstanding FNFV shares		69.0			72.2
Adjusted FNFV Book Value per Share		$	13.78		$	13.43

FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2016
	Consolidated			Core			FNFV
Direct title premiums	$	422		$	422		$	—
Agency title premiums	530			530			—
Total title premiums	952			952			—
Escrow, title-related and other fees	779			741			38
Total title and escrow and other	1,731			1,693			38

Restaurant revenue	293			—			293
Interest and investment income	30			29			1
Realized gains and losses, net	(6		)	(3		)	(3		)
Total revenue	2,048			1,719			329

Personnel costs	652			614			38
Other operating expenses	432			405			27
Cost of restaurant revenue	245			—			245
Agent commissions	402			402			—
Depreciation and amortization	100			85			15
Title claim loss expense	52			52			—
Interest expense	34			31			3
Total expenses	1,917			1,589			328

Earnings from continuing operations before taxes	131			130			1
Income tax expense (benefit)	49			50			(1		)
Earnings from continuing operations before equity investments	82			80			2
Earnings (loss) from equity investments	2			3			(1		)
Net earnings	84			83			1
Non-controlling interests	10			10			—
Net earnings attributable to common shareholders	$	74		$	73		$	1

Cash flows provided by operations	92			73			19

FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended
	March 31, 2015
	Consolidated			Core			FNFV
Direct title premiums	$	417		$	417		$	—
Agency title premiums	441			441			—
Total title premiums	858			858			—
Escrow, title-related and other fees	808			695			113
Total title and escrow and other	1,666			1,553			113

Restaurant revenue	364			—			364
Interest and investment income	31			30			1
Total revenue	2,061			1,583			478

Personnel costs	623			585			38
Other operating expenses	466			372			94
Cost of restaurant revenue	306			—			306
Agent commissions	333			333			—
Depreciation and amortization	100			83			17
Title claim loss expense	51			51			—
Interest expense	31			29			2
Total expenses	1,910			1,453			457

Earnings from continuing operations before taxes	151			130			21
Income tax expense	50			47			3
Earnings from continuing operations before equity investments	101			83			18
(Loss) earnings from equity investments	(1		)	2			(3		)
Net earnings	100			85			15
Non-controlling interests	14			(1		)	15
Net earnings attributable to common shareholders	$	86		$	86		$	—

Cash flows provided by operations	42			35			7

###