SEC Filing - Fidelity National Financial

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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):

July 20, 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 July 20, 2016, Fidelity National Financial, Inc. issued an earnings release announcing its financial results for the Second 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 Second Quarter 2016 Earnings.
	99.2	Press release announcing FNFV Second 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:	July 20, 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 Second Quarter 2016 Earnings.
	99.2	Press release announcing FNFV Second Quarter 2016 Earnings.

Exhibit

FNF Group Reports Second Quarter 2016 Diluted EPS of $0.67 and Adjusted Diluted EPS of $0.74, Pre-Tax Title Margin of 15.4% and Adjusted Pre-Tax Title Margin of 16.5%

Jacksonville, Fla. - (July 20, 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 and six-month periods ended June 30, 2016.


•	Total revenue of approximately $2.1 billion in the second quarter versus $2.0 billion in the second quarter of 2015


•	Second quarter net earnings of $187 million and adjusted net earnings of $207 million versus net earnings of $160 million and adjusted net earnings of $187 million for the second quarter of 2015


•	Second quarter diluted EPS of $0.67 and adjusted diluted EPS of $0.74 versus diluted EPS of $0.56 and adjusted diluted EPS of $0.65 in the second quarter of 2015


•	Second quarter net cash flow provided by operations of $277 million and free cash flow provided of $165 million versus net cash flow provided by operations of $350 million and free cash flow provided of $309 million in the second quarter of 2015


•	Repurchased nearly 2.5 million shares of FNF common stock for more than $84 million in the second quarter

Title


•	Approximately $1.8 billion in total revenue versus approximately $1.7 billion in total revenue in the second quarter of 2015


•	Pre-tax earnings of $281 million and adjusted pre-tax earnings of $300 million versus pre-tax earnings of $261 million and adjusted pre-tax earnings of $283 million in the second quarter of 2015


•	Pre-tax title margin of 15.4% and adjusted pre-tax title margin of 16.5% versus pre-tax title margin of 15.3% and adjusted pre-tax title margin of 16.5% in the second quarter of 2015


•	ServiceLink generated $203 million in revenue, adjusted pre-tax earnings of $26 million and an adjusted pre-tax margin of 12.8% for the second quarter


•	Open orders per day of 9,016 for the second quarter versus 8,750 open orders per day for the second quarter of 2015


•	Closed orders per day of 6,266 for the second quarter versus 6,375 closed orders per day for the second quarter of 2015


•	Second quarter purchase orders opened and closed increased by 4% and 6%, respectively, versus the second quarter of 2015; for FNTG only (excluding ServiceLink), purchase orders opened and closed increased by 5% and 6%, respectively versus the second quarter of 2015

•

Total commercial revenue of $244 million, a 5% decrease from total commercial revenue in the second quarter of 2015, driven by a 4% increase in closed orders and a 9% decrease in total commercial fee per file; second quarter total commercial open orders decreased by 2%; second quarter national commercial title revenue of $144 million, a 4% decrease from the second quarter of 2015, driven by a 3% improvement in the national commercial fee per file and a 7% decrease in closed orders; second quarter national commercial open orders declined by 4%


•	Overall second quarter average fee per file of $2,116, a 4% increase versus the second quarter of 2015


•	Title claims paid of $73 million, a increase of $3 million, or 4%, from the second quarter of 2015

Title Orders



		Direct Orders Opened *			Direct Orders Closed *
Month	/ (% Purchase)			/ (% Purchase)
April 2016		187,000	57%		127,000	56%
May 2016		189,000	58%		132,000	58%
June 2016		201,000	54%		142,000	59%

Second Quarter 2016		577,000	57%		401,000	58%



		Direct Orders Opened *		Direct Orders Closed *
Month	/ (% Purchase)			/ (% Purchase)
April 2015		202,000	53%	138,000	51%
May 2015		174,000	58%	129,000	54%
June 2015		184,000	61%	141,000	57%

Second Quarter 2015		560,000	57%	408,000	54%

* 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
Second Quarter 2016 - Total Commercial		49,900		33,600		$244		$7,300
Second Quarter 2015 - Total Commercial		50,800		32,400		$258		$8,000

Second Quarter 2016 - National Commercial		20,300		11,600		$144		$12,400
Second Quarter 2015 - National Commercial		21,200		12,500		$150		$12,000

BKFS


•	Revenue of $256 million, led by Servicing Technology revenue of approximately $172 million


•	Pre-tax earnings of $41 million, a 78% increase over the second quarter of 2015


•	Adjusted EBITDA of $114 million, a $12 million, or 12% increase, over the second quarter of 2015 and an adjusted EBITDA margin of 45.2%, and a 170 basis point increase over the second quarter of 2015

“This quarter clearly highlights the earnings power of our title insurance business," said Chairman William P. Foley, II. "We experienced continued mid-single digit growth in the purchase market, a slight decline in commercial revenue and lower refinance closings, yet we still were able to generate a 16.5% adjusted pre-tax title margin. With the decline in interest rates in late June, we have already begun to see a meaningful increase in refinance openings in the last three weeks, which bodes well for improved third quarter refinance closings. As we enter the second half of 2016, we will continue to strive to maximize earnings from our operations and remain the most profitable title insurance company in the country.

“Black Knight continued its strong financial performance this quarter, generating revenue of $256 million and adjusted EBITDA of $114 million, for a 45.2% adjusted EBITDA margin. FNF's Black Knight ownership stake is currently worth approximately $3.2 billion, or more than $11 per FNF share."

Conference Call

We will host a call with investors and analysts to discuss second quarter 2016 FNF Group results on Thursday, July 21, 2016, beginning at 10:30 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 12:30 p.m. Eastern time on July 21, 2016, through July 28, 2016, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 396730.

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., 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

SECOND QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
June 30, 2016
Direct title premiums	$	540		$	540		$	—		$	—
Agency title premiums	691			691			—			—
Escrow, title related and other fees (1)	867			552			256			59
Total title and escrow	2,098			1,783			256			59

Interest and investment income	36			36			—			—
Realized gains and losses, net	—			3			—			(3		)
Total revenue	2,134			1,822			256			56

Personnel costs	667			557			95			15
Agent commissions	526			526			—			—
Other operating expenses	465			354			55			56
Depreciation and amortization	87			36			49			2
Claim loss expense	68			68			—			—
Interest expense	32			—			16			16
Total expenses	1,845			1,541			215			89

Pre-tax earnings (loss) from continuing operations	$	289		$	281		$	41		$	(33	)

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	—			(3		)	—			3
Deferred revenue add back and management fee	3			1			2			—
Purchase price amortization	42			21			20			1
M&A costs	1			—			1			—
Other legal accruals	5			—			5			—
Total non-GAAP adjustments before taxes	$	51		$	19		$	28		$	4

Adjusted pre-tax earnings (loss) from continuing ops.	$	340		$	300		$	69		$	(29	)
Adjusted pre-tax margin from continuing operations	15.9		%	16.5		%	26.7		%	—

Purchase price amortization	(42		)	(21		)	(20		)	(1		)
Depreciation and amortization	87			36			49			2
Interest expense	32			—			16			16

Adjusted EBITDA	$	417		$	315		$	114		$	(12	)
Adjusted EBITDA margin	19.5		%	17.3		%	45.2		%	—

ServiceLink non-GAAP reconciliations:
ServiceLink pre-tax earnings	$	6
Purchase price amortization	17
Management fee / other expenses	3
ServiceLink adjusted pre-tax earnings	$	26


1.	BKFS also reported adjusted revenue of $258 million, which includes $2 million of deferred revenue

FNF GROUP

SECOND QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
June 30, 2016
Pre-tax earnings (loss) from continuing operations	$	289		$	281		$	41		$	(33	)
Income tax expense (benefit)	98			106			14			(22		)
Earnings from equity investments	3			3			—			—
Non-controlling interests	7			(4		)	12			(1		)

Net earnings (loss) attributable to FNF Group common shareholders	$	187		$	182		$	15		$	(10	)

EPS attributable to FNF Group common shareholders - basic	$	0.69		$	0.67		$	0.06		$	(0.04	)
EPS attributable to FNF Group common shareholders - diluted	$	0.67		$	0.65		$	0.06		$	(0.04	)

FNF Group weighted average shares - basic	272
FNF Group weighted average shares - diluted	281

Net earnings (loss) attributable to FNF Group common shareholders	$	187		$	182		$	15		$	(10	)

Total non-GAAP, pre-tax adjustments	$	51		$	19		$	28		$	4
Income taxes on non-GAAP adjustments	(20		)	(7		)	(11		)	(2		)
Noncontrolling interest on non-GAAP adjustments	(11		)	(3		)	(8		)	—
Total non-GAAP adjustments	$	20		$	9		$	9		$	2

Adjusted net earnings (loss) attributable to FNF Group common shareholders	$	207		$	191		$	24		$	(8	)

Adjusted EPS attributable to FNF Group common shareholders - diluted	$	0.74		$	0.68		$	0.09		$	(0.03	)

Direct orders opened (000's)	577			577
Direct orders closed (000's)	401			401
Fee per file	$	2,116		$	2,116
Actual title claims paid	$	73		$	73

Cash flows provided by operations:	$	277
Non-GAAP adjustments:
THL management fee	1
M&A costs	1
Total non-GAAP adjustments	2

Adjusted cash flows from operations	279
Capital expenditures	114
Free cash flow	$	165

FNF GROUP

SECOND QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
June 30, 2015
Direct title premiums	$	547		$	547		$	—		$	—
Agency title premiums	597			597			—			—
Escrow, title related and other fees (1)	827			535			232			60
Total title and escrow	1,971			1,679			232			60

Interest and investment income	32			32			—			—
Realized gains and losses, net	(8		)	—			(5		)	(3		)
Total revenue	1,995			1,711			227			57

Personnel costs	652			540			102			10
Agent commissions	451			451			—			—
Other operating expenses	453			355			41			57
Depreciation and amortization	87			35			50			2
Claim loss expense	69			69			—			—
Interest expense	31			—			11			20
Total expenses	1,743			1,450			204			89

Pre-tax earnings (loss) from continuing operations	$	252		$	261		$	23		$	(32	)

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	8			—			5			3
Deferred revenue add back and management fee	4			1			3			—
Purchase price amortization	44			21			23			—
IPO costs and profits interest acceleration	10			—			10			—
Total non-GAAP adjustments before taxes	$	66		$	22		$	41		$	3

Adjusted pre-tax earnings (loss) from continuing operations	$	318		$	283		$	64		$	(29	)
Adjusted pre-tax margin from continuing operations	15.9		%	16.5		%	27.2		%	—

Purchase price amortization	(44		)	(21		)	(23		)	—
Depreciation and amortization	87			35			50			2
Interest expense	31			—			11			20

Adjusted EBITDA	$	392		$	297		$	102		$	(7	)
Adjusted EBITDA margin	19.5		%	17.4		%	43.5		%	—


1.	BKFS also reported adjusted revenue of $235 million, which includes $3 million of deferred revenue

FNF GROUP

SECOND QUARTER SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Three Months Ended
June 30, 2015
Pre-tax earnings (loss) from continuing operations	$	252		$	261		$	23		$	(32	)

Income tax expense	95			96			—			(1		)
Non-controlling interests	(3		)	(6		)	2			1

Net earnings (loss) attributable to FNF Group common shareholders	$	160		$	171		$	21		$	(32	)

EPS attributable to FNF Group common shareholders - basic	$	0.57		$	0.61		$	0.08		$	(0.12	)
EPS attributable to FNF Group common shareholders - diluted	$	0.56		$	0.61		$	0.07		$	(0.12	)

FNF Group weighted average shares - basic	279
FNF Group weighted average shares - diluted	287

Net earnings (loss) attributable to FNF Group common shareholders	$	160		$	171		$	21		$	(32	)

Total non-GAAP, pre-tax adjustments	$	66		$	22		$	41		$	3
Income taxes on non-GAAP adjustments	(16		)	(5		)	(9		)	(2		)
Noncontrolling interest on non-GAAP adjustments	(23		)	(7		)	(16		)	—
Total non-GAAP adjustments	$	27		$	10		$	16		$	1

Adjusted net earnings (loss) attributable to FNF Group common shareholders	$	187		$	181		$	37		$	(31	)

Adjusted EPS attributable to FNF Group common shareholders - diluted	$	0.65		$	0.64		$	0.13		$	(0.12	)

Direct orders opened (000's)	560			560
Direct orders closed (000's)	408			408
Fee per file	$	2,026		$	2,026
Actual title claims paid	$	70		$	70

Cash flows provided by operations:	$	350
Non-GAAP adjustments:
THL management fee	1
IPO costs	4
Total non-GAAP adjustments	5

Adjusted cash flows from operations	355
Capital expenditures	46
Free cash flow	$	309

FNF GROUP

YTD SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Six Months Ended
June 30, 2016
Direct title premiums	$	962		$	962		$	—		$	—
Agency title premiums	1,221			1,221			—			—
Escrow, title related and other fees (1)	1,608			1,018			498			92
Total title and escrow	3,791			3,201			498			92

Interest and investment income	65			65			—			—
Realized gains and losses, net	(3		)	3			—			(6		)
Total revenue	3,853			3,269			498			86

Personnel costs	1,281			1,063			191			27
Agent commissions	928			928			—			—
Other operating expenses	870			685			96			89
Depreciation and amortization	172			71			97			4
Claim loss expense	120			120			—			—
Interest expense	63			—			32			31
Total expenses	3,434			2,867			416			151

Pre-tax earnings (loss) from continuing operations	$	419		$	402		$	82		$	(65	)

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	3			(3		)	—			6
Deferred revenue add back and management fee	5			1			4			—
Purchase price amortization	83			42			40			1
M&A costs	1			—			1			—
Other legal accruals	5			—			5			—
Total non-GAAP adjustments before taxes	$	97		$	40		$	50		$	7

Adjusted pre-tax earnings (loss) from continuing operations	$	516		$	442		$	132		$	(58	)
Adjusted pre-tax margin from continuing operations	13.4		%	13.5		%	26.3		%	—

Purchase price amortization	(83		)	(42		)	(40		)	(1		)
Depreciation and amortization	172			71			97			4
Interest expense	63			—			32			31

Adjusted EBITDA	$	668		$	471		$	221		$	(24	)
Adjusted EBITDA margin	17.3		%	14.4		%	45.2		%	—


1.	BKFS also reported adjusted revenue of $502 million, which includes $4 million of deferred revenue

FNF GROUP

YTD SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Six Months Ended
June 30, 2016
Pre-tax earnings (loss) from continuing operations	$	419		$	402		$	82		$	(65	)

Income tax expense (benefit)	148			151			28			(31		)
Earnings from equity investments	6			6			—			—
Non-controlling interests	17			(6		)	24			(1		)

Net earnings (loss) attributable to FNF Group common shareholders	$	260		$	263		$	30		$	(33	)

EPS attributable to FNF Group common shareholders - basic	$	0.95		$	0.96		$	0.11		$	(0.12	)
EPS attributable to FNF Group common shareholders - diluted	$	0.93		$	0.94		$	0.11		$	(0.12	)

FNF Group weighted average shares - basic	273
FNF Group weighted average shares - diluted	281

Net earnings (loss) attributable to FNF Group common shareholders	$	260		$	263		$	30		$	(33	)

Total non-GAAP, pre-tax adjustments	$	97		$	40		$	50		$	7
Income taxes on non-GAAP adjustments	(35		)	(13		)	(19		)	(3		)
Noncontrolling interest on non-GAAP adjustments	(21		)	(7		)	(14		)	—
Total non-GAAP adjustments	$	41		$	20		$	17		$	4

Adjusted net earnings (loss) attributable to FNF Group common shareholders	$	301		$	283		$	47		$	(29	)

Adjusted EPS attributable to FNF Group common shareholders - diluted	$	1.07		$	1.01		$	0.17		$	(0.11	)

Direct orders opened (000's)	1,094			1,094
Direct orders closed (000's)	723			723
Fee per file	$	2,079		$	2,079
Actual title claims paid	$	113		$	113

Cash flows provided by operations:	$	349
Non-GAAP adjustments:
THL management fee	1
M&A costs	1
Total non-GAAP adjustments	2

Adjusted cash flows from operations	351
Capital expenditures	152
Free cash flow	$	199

FNF GROUP

YTD SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Six Months Ended
June 30, 2015
Direct title premiums	$	964		$	964		$	—		$	—
Agency title premiums	1,038			1,038			—			—
Escrow, title related and other fees (1)	1,522			985			459			78
Total title and escrow	3,524			2,987			459			78

Interest and investment income	62			62			—			—
Realized gains and losses, net	(8		)	—			(5		)	(3		)
Total revenue	3,578			3,049			454			75

Personnel costs	1,237			1,020			199			18
Agent commissions	784			784			—			—
Other operating expenses	825			672			78			75
Depreciation and amortization	170			72			95			3
Claim loss expense	120			120			—			—
Interest expense	60			—			19			41
Total expenses	3,196			2,668			391			137

Pre-tax earnings (loss) from continuing operations	$	382		$	381		$	63		$	(62	)

Non-GAAP adjustments before taxes
Realized (gain) loss, net adjustment	8			—			5			3
Deferred revenue add back and management fee	7			1			6			—
Purchase price amortization	87			42			44			1
IPO costs & profits interest acceleration	10			—			10			—
Total non-GAAP adjustments before taxes	$	112		$	43		$	65		$	4

Adjusted pre-tax earnings (loss) from continuing operations	$	494		$	424		$	128		$	(58	)
Adjusted pre-tax margin from continuing operations	13.8		%	13.9		%	27.6		%	—

Purchase price amortization	(87		)	(42		)	(44		)	(1		)
Depreciation and amortization	170			72			95			3
Interest expense	60			—			19			41

Adjusted EBITDA	$	637		$	454		$	198		$	(15	)
Adjusted EBITDA margin	17.7		%	14.9		%	43.1		%	—


1.	BKFS also reported adjusted revenue of $464, which includes $5 million of deferred revenue

FNF GROUP

YTD SEGMENT INFORMATION

(In millions, except order information in thousands)

(Unaudited)



	Total FNF Group			Title			BKFS			FNF Group Corporate and Other
Six Months Ended
June 30, 2015
Pre-tax earnings (loss) from continuing operations	$	382		$	381		$	63		$	(62	)

Income tax expense	142			139			—			3
Earnings from equity investments	2			2			—			—
Non-controlling interests	(4		)	(11		)	7			—

Net earnings (loss) attributable to FNF Group common shareholders	$	246		$	255		$	56		$	(65	)

EPS attributable to FNF Group common shareholders - basic	$	0.88		$	0.92		$	0.20		$	(0.24	)
EPS attributable to FNF Group common shareholders - diluted	$	0.86		$	0.90		$	0.20		$	(0.24	)

FNF Group weighted average shares - basic	278
FNF Group weighted average shares - diluted	287

Net earnings (loss) attributable to FNF Group common shareholders	$	246		$	255		$	56		$	(65	)

Total non-GAAP, pre-tax adjustments	$	112		$	43		$	65		$	4
Income taxes on non-GAAP adjustments	(28		)	(11		)	(15		)	(2		)
Noncontrolling interest on non-GAAP adjustments	(37		)	(13		)	(24		)	—
Total non-GAAP adjustments	$	47		$	19		$	26		$	2

Adjusted net earnings (loss) attributable to FNF common shareholders	$	293		$	274		$	82		$	(63	)
Adjusted EPS attributable to FNF common shareholders - diluted	$	1.02		$	0.95		$	0.29		$	(0.22	)

Direct orders opened (000's)	1,137			1,137
Direct orders closed (000's)	754			754
Fee per file	$	1,938		$	1,938
Actual title claims paid	$	130		$	130

Cash flows provided by operations:	$	385
Non-GAAP adjustments:
THL management fee	2
IPO cost	4
Total non-GAAP adjustments	6

Adjusted cash flows from operations	391
Capital expenditures	80
Free cash flow	$	311

FNF GROUP

QUARTERLY OPERATING STATISTICS

(Unaudited)



	Q2 2016			Q1 2016			Q4 2015			Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014
Quarterly Open Orders ('000's except % data)
Total open orders*	577			517			441			514			560			578			452			481
Total open orders per day*	9.0			8.3			7.0			8.0			8.8			9.5			7.1			7.5
Purchase % of open orders	57		%	55		%	55		%	58		%	57		%	47		%	52		%	60		%
Refinance % of open orders	43		%	45		%	45		%	42		%	43		%	53		%	48		%	40		%
Total closed orders*	401			322			341			378			408			345			334			348
Total closed orders per day*	6.3			5.2			5.4			5.9			6.4			5.7			5.3			5.4
Purchase % of closed orders	58		%	55		%	58		%	60		%	54		%	46		%	57		%	62		%
Refinance % of closed orders	42		%	45		%	42		%	40		%	46		%	54		%	43		%	38		%

Commercial (millions, except orders in '000's)
Total commercial revenue**	$	244		$	211		$	303		$	258		$	258		$	208		$	274		$	225
Total commercial open orders**	49.9			48.5			46.3			50.3			50.8			47.8			—			—
Total commercial closed orders**	33.6			30.7			36.3			33.0			32.4			29.6			—			—

National commercial revenue	$	144		$	121		$	183		$	146		$	150		$	119		$	166		$	136
National commercial open orders	20.3			19.3			18.1			21.0			21.2			20.4			18.1			21.4
National commercial closed orders	11.6			10.6			13.4			12.2			12.5			11.1			12.7			12.8

Total Fee Per File
Fee per file	$	2,116		$	2,032		$	2,272		$	2,133		$	2,026		$	1,833		$	2,131		$	2,066
Residential and local commercial fee per file	$	1,809		$	1,713		$	1,806		$	1,805		$	1,711		$	1,538		$	1,699		$	1,739
Residential fee per file	$	1,645		$	1,522		$	1,548		$	1,589		$	1,514		$	1,346		—			—
Total commercial fee per file**	$	7,300		$	6,900		$	8,300		$	7,800		$	8,000		$	7,000		—			—
National commercial fee per file	$	12,400		$	11,400		$	13,600		$	12,000		$	12,000		$	10,700		$	13,100		$	10,600

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

FNT Only Quarterly Operating Statistics ('000's except fee per file and staffing)
Total open orders*	484			429			360			422			458			456			354			385
Total open orders per day*	7.5			6.9			5.7			6.6			7.2			7.5			5.6			6.0
Purchase % of open orders	63		%	61		%	62		%	65		%	65		%	54		%	60		%	69		%
Refinance % of open orders	37		%	39		%	38		%	35		%	35		%	46		%	40		%	31		%
Total closed orders*	338			265			285			314			334			277			273			282
Total closed orders per day*	5.3			4.3			4.5			4.9			5.2			4.5			4.3			4.4
Purchase % of closed orders	63		%	60		%	63		%	66		%	61		%	52		%	63		%	70		%
Refinance % of closed orders	37		%	40		%	37		%	34		%	39		%	48		%	37		%	30		%
Fee per file	$	2,337		$	2,261		$	2,521		$	2,364		$	2,264		$	2,055		$	2,382		$	2,306
Total title field operations employees	9,600			9,700			9,500			9,700			9,600			9,100			8,700			8,900

ServiceLink Only Quarterly Operating Statistics ('000's except fee per file and staffing)
Total Open Orders*	93			87			81			92			102			122			98			96
Total open orders per day*	1.5			1.4			1.3			1.4			1.6			2.0			1.6			1.5
Purchase % of open orders	22		%	24		%	22		%	23		%	22		%	17		%	23		%	23		%
Refinance % of open orders	78		%	76		%	78		%	77		%	78		%	83		%	77		%	77		%
Total closed orders	63			57			56			64			74			68			61			66
Total closed orders per day*	1.0			0.9			0.9			1.0			1.2			1.1			1.0			1.0
Purchase % of closed orders	27		%	28		%	31		%	26		%	21		%	22		%	26		%	24		%
Refinance % of closed orders	73		%	72		%	69		%	74		%	79		%	78		%	74		%	76		%
Fee per file	$	940		$	972		$	1,003		$	987		$	958		$	921		$	1,027		$	1,052
Total ServiceLink operating employees	1,300			1,200			1,200			1,300			1,300			1,300			1,200			1,300

* 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 June 30, 2016			FNF Group December 31, 2015
	(Unaudited)				(Unaudited)
Cash and investment portfolio		$	5,141		$	4,898
Goodwill		4,669			4,572
Title plant		395			395
Total assets		13,032			12,502
Notes payable		2,566			2,593
Reserve for title claim losses		1,590			1,583
Secured trust deposits		1,102			701
Redeemable non-controlling interests		344			344
Non-redeemable non-controlling interests		741			720
Total equity and redeemable non-controlling interests		5,954			5,849
Total equity attributable to common shareholders		4,869			4,785



	FNF Group June 30, 2016				FNFV June 30, 2016		Consolidated June 30, 2016			Consolidated December 31, 2015
	(Unaudited)			(Unaudited)			(Unaudited)
Cash and investment portfolio		$	5,141		$	689		$	5,830		$	5,633
Goodwill		4,669			194			4,863			4,760
Title plant		395			—			395			395
Total assets		13,032			1,406			14,438			13,931
Notes payable		2,566			219			2,785			2,793
Reserve for title claim losses		1,590			—			1,590			1,583
Secured trust deposits		1,102			—			1,102			701
Redeemable non-controlling interests		344			—			344			344
Non-redeemable non-controlling interests		741			119			860			834
Total equity and redeemable non-controlling interests		5,954			1,059			7,013			6,932
Total equity attributable to common shareholders		4,869			940			5,809			5,754

Fidelity National Financial, Inc.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended								Six Months Ended
	June 30, 2016								June 30, 2016
	Consolidated			Core		FNFV			Consolidated		Core			FNFV
Direct title premiums	$	540		$	540	$	—		$	962	$	962		$	—
Agency title premiums	691			691		—			1,221		1,221			—
Total title premiums	1,231			1,231		—			2,183		2,183			—
Escrow, title-related and other fees	907			867		40			1,686		1,608			78
Total title and escrow and other	2,138			2,098		40			3,869		3,791			78

Restaurant revenue	292			—		292			585		—			585
Interest and investment income	37			36		1			67		65			2
Realized gains and losses, net	15			—		15			9		(3		)	12
Total revenue	2,482			2,134		348			4,530		3,853			677

Personnel costs	707			667		40			1,359		1,281			78
Other operating expenses	493			465		28			925		870			55
Cost of restaurant revenue	245			—		245			490		—			490
Agent commissions	526			526		—			928		928			—
Depreciation and amortization	102			87		15			202		172			30
Title claim loss expense	68			68		—			120		120			—
Interest expense	33			32		1			67		63			4
Total expenses	2,174			1,845		329			4,091		3,434			657

Earnings from continuing operations before taxes	308			289		19			439		419			20
Income tax expense	101			98		3			150		148			2
Earnings from continuing operations before equity investments	207			191		16			289		271			18
(Loss) earnings from equity investments	(1		)	3		(4		)	1		6			(5		)
Net earnings	206			194		12			290		277			13
Non-controlling interests	9			7		2			19		17			2
Net earnings attributable to common shareholders	$	197		$	187	$	10		$	271	$	260		$	11

Cash flows provided by operations	282			277		5			374		349			25

Fidelity National Financial, Inc.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended									Six Months Ended
	June 30, 2015									June 30, 2015
	Consolidated			Core			FNFV			Consolidated			Core			FNFV
Direct title premiums	$	547		$	547		$	—		$	964		$	964		$	—
Agency title premiums	597			597			—			1,038			1,038			—
Total title premiums	1,144			1,144			—			2,002			2,002			—
Escrow, title-related and other fees	857			827			30			1,665			1,522			143
Total title and escrow and other	2,001			1,971			30			3,667			3,524			143

Restaurant revenue	371			—			371			735			—			735
Interest and investment income	32			32			—			63			62			1
Realized gains and losses, net	(9		)	(8		)	(1		)	(9		)	(8		)	(1		)
Total revenue	2,395			1,995			400			4,456			3,578			878

Personnel costs	690			652			38			1,313			1,237			76
Other operating expenses	482			453			29			948			825			123
Cost of restaurant revenue	313			—			313			619			—			619
Agent commissions	451			451			—			784			784			—
Depreciation and amortization	104			87			17			204			170			34
Title claim loss expense	69			69			—			120			120			—
Interest expense	32			31			1			63			60			3
Total expenses	2,141			1,743			398			4,051			3,196			855

Earnings from continuing operations before taxes	254			252			2			405			382			23
Income tax expense (benefit)	88			95			(7		)	138			142			(4		)
Earnings from continuing operations before equity investments	166			157			9			267			240			27
Earnings from equity investments	4			—			4			3			2			1
Net earnings	170			157			13			270			242			28
Non-controlling interests	—			(3		)	3			14			(4		)	18
Net earnings attributable to common shareholders	$	170		$	160		$	10		$	256		$	246		$	10

Cash flows provided by operations	348			350			(2		)	389			385			4

###

Exhibit

FNFV Reports Second Quarter 2016 Results With $940 Million Book Value of Portfolio Company Investments, or $13.98 Per Share; Repurchased Additional 1.8 Million Shares of Common Stock in Second Quarter

Jacksonville, Fla. -- (July 20, 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 and six-month periods ended June 30, 2016.


•	Total revenue of $348 million in the second quarter versus $400 million in the second quarter of 2015


•	Second quarter diluted EPS of $0.14 and adjusted diluted EPS of $0.06 versus diluted EPS of $0.12 and adjusted diluted EPS of $0.18 in the second quarter of 2015


•	Pretax earnings of $19 million and adjusted EBITDA of $21 million for the second quarter versus pretax earnings of $2 million and adjusted EBITDA of $24 million for the second quarter of 2015


•	Second quarter FNFV net cash flow provided by operations of $5 million and free cash flow used of $10 million versus net cash flow used in operations of $2 million and free cash flow used of $13 million in the second quarter of 2015


•	$106 million in holding company cash on June 30, 2016


•	Repurchased approximately 1.8 million shares of common stock for more than $20 million in the second quarter


•	Since the formation of FNFV in July 2014, nearly 25.5 million shares of FNFV common stock have been repurchased for a total of approximately $344 million; approximately 28% of the shares of FNFV common stock distributed in July 2014 have been repurchased

Restaurant Group

•

$292 million in total revenue, pretax earnings of $6 million, adjusted EBITDA of $18 million, and an adjusted EBITDA margin of 6.2% for the second quarter, versus, approximately $371 million in total revenue, pretax earnings of $7 million, adjusted EBITDA of $24 million, and an adjusted EBITDA margin of 6.5% in the second quarter of 2015; second quarter of 2015 included results of J. Alexander's and Max & Erma's


•	Same store sales decreased approximately 2.6% in the second quarter, as Ninety Nine same stores sales growth of 2.4% was offset by a 4.3% decline at O'Charley's, a 4.7% decline at Village Inn and a 5% decline at Bakers Square

Ceridian HCM


•	Second quarter total revenue of approximately $167 million, a 1% increase over the second quarter of 2015, pretax loss of $28 million, adjusted EBITDA of $12 million and an adjusted EBITDA margin of 7%

Digital Insurance


•	Second quarter total revenue of $36 million, a 31% increase over the second quarter of 2015; pretax earnings of $0.4 million; adjusted EBITDA of $8 million, a 40% increase over the second quarter of 2015; second quarter pretax margin and adjusted EBITDA margin of 1% and 22%, respectively

Monetization and Investment Initiatives


•	In June, completed the sale of FNFV's 15% ownership stake in Stillwater Insurance Group for gross cash proceeds of $36 million and a pre-tax gain of $15 million


•	In May and June, Ceridian Holding sold the remaining shares of FleetCor common stock it owned at a price of approximately $151 per share, for gross proceeds of $212 million; $202 million of those proceeds remain in escrow, with 50% eligible for distribution in November 2016 and 50% in November 2017; FNFV expects to receive 33.5% of any proceeds distributed from Ceridian Holding


•	In April, FNFV and our partner bought out the ownership interest of a Ceridian minority investor; FNFV's share of the purchase price was approximately $17.2 million and FNFV's ownership in Ceridian increased to 33.5% after the transaction


•	Repurchased approximately 1.8 million shares of FNFV common stock for more than $20 million during the second quarter

“We continued our efforts to selectively monetize certain investments and repurchased FNFV common stock during the second quarter, ” said Chairman William P. Foley, II. “In June, we completed the sale of our 15% minority stake in Stillwater Insurance for gross proceeds of $36 million and a pre-tax gain of $15 million. Additionally, Ceridian Holding sold the remaining shares of Fleetcor, almost all of which were being held in escrow. Total proceeds were $212 million, of which $202 million remain in escrow and we expect to receive our 33.5% share of those proceeds, before any tax impact, equally in November 2016 and November 2017. Finally, we increased our investment in Ceridian by $17 million and now own 33.5% of the company.

"We also continued to repurchase our own shares during the quarter. In total, we bought back an additional 1.8 million shares for a total cost of more than $20 million, thereby reducing FNFV's share count to approximately 67.2 million shares. We will continue to focus on the growth, financial performance and monetization of our current investments while seeking attractive future investments that will create value for our shareholders."

Conference Call

We will host a call with investors and analysts to discuss second quarter 2016 results of FNFV on Thursday, July 21, 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 July 21, 2016, through July 28, 2016, by dialing 800-475-6701 (USA) or 320-365-3844 (International). The access code will be 396732.

About Fidelity National Financial, Inc.

Use of Non-GAAP Financial Information

Forward-Looking Statements and Risk Factors

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 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

SECOND QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
June 30, 2016
Operating revenue	$	332		$	292		$	40
Interest and investment income	1			—			1
Realized gains and losses, net	15			—			15
Total revenue	348			292			56

Personnel costs	40			14			26
Other operating expenses	28			16			12
Cost of restaurant revenue	245			245			—
Depreciation and amortization	15			10			5
Interest expense	1			1			—
Total expenses	329			286			43

Pre-tax earnings from continuing operations	$	19		$	6		$	13

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	(15		)	—			(15		)
Max & Erma's exit/disposal cost	1			1			—
Purchase price amortization	8			5			3
Total non-GAAP adjustments before taxes	$	(6	)	$	6		$	(12	)

Adjusted pre-tax earnings from continuing operations	$	13		$	12		$	1
Adjusted pre-tax margin from continuing operations	3.9		%	4.1		%	2.4		%

Purchase price amortization	(8		)	(5		)	(3		)
Depreciation and amortization	15			10			5
Interest expense	1			1			—

Adjusted EBITDA	$	21		$	18		$	3
Adjusted EBITDA margin	6.3		%	6.2		%	7.3		%

FIDELITY NATIONAL FINANCIAL VENTURES

SECOND QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
June 30, 2016
Pre-tax earnings from continuing operations	$	19		$	6		$	13

Income tax expense	3			—			3
Loss from equity investments	(4		)	—			(4		)
Non-controlling interests	2			2			—

Net earnings attributable to FNFV common shareholders	$	10		$	4		$	6

EPS attributable to FNFV common shareholders - basic	$	0.15		$	0.06		$	0.09
EPS attributable to FNFV common shareholders - diluted	$	0.14		$	0.06		$	0.09

FNFV weighted average shares - basic	67
FNFV weighted average shares - diluted	70

Net earnings attributable to FNFV common shareholders	$	10		$	4		$	6

Total non-GAAP, pre-tax adjustments	$	(6	)	$	6		$	(12	)
Income taxes on non-GAAP adjustments	4			(1		)	5
Ceridian divestiture (gain) loss	(1		)	—			(1		)
Noncontrolling interest on non-GAAP adjustments	(3		)	(3		)	—
Total non-GAAP adjustments	$	(6	)	$	2		$	(8	)

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

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

Cash flows provided by operations:	$	5
Capital expenditures	15
Free cash flow	$	(10	)

FIDELITY NATIONAL FINANCIAL VENTURES

SECOND QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
June 30, 2015
Operating revenue	$	401		$	371		$	30
Realized gains and losses, net	(1		)	—			(1		)
Total revenue	400			371			29

Personnel costs	38			16			22
Other operating expenses	29			21			8
Cost of restaurant revenue	313			313			—
Depreciation and amortization	17			13			4
Interest expense	1			1			—
Total expenses	398			364			34

Pre-tax earnings (loss) from continuing operations	$	2		$	7		$	(5	)

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	1			—			1
Purchase price amortization	7			4			3
IPO Costs	3			3			—
Total non-GAAP adjustments before taxes	$	11		$	7		$	4

Adjusted pre-tax earnings (loss) from continuing operations	$	13		$	14		$	(1	)
Adjusted pre-tax margin from continuing operations	3.2		%	3.8		%	—		%

Purchase price amortization	(7		)	(4		)	(3		)
Depreciation and amortization	17			13			4
Interest expense	1			1			—

Adjusted EBITDA	$	24		$	24		$	—
Adjusted EBITDA margin	6.0		%	6.5		%	—		%

FIDELITY NATIONAL FINANCIAL VENTURES

SECOND QUARTER SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Three Months Ended
June 30, 2015
Pre-tax earnings (loss) from continuing operations	$	2		$	7		$	(5	)

Income tax benefit	(7		)	—			(7		)
Earnings from equity investments	4			—			4
Non-controlling interests	3			3			—

Net earnings attributable to FNFV common shareholders	$	10		$	4		$	6

EPS attributable to FNFV common shareholders - basic	$	0.12		$	0.05		$	0.07
EPS attributable to FNFV common shareholders - diluted	$	0.12		$	0.05		$	0.07

FNFV weighted average shares - basic	78
FNFV weighted average shares - diluted	80

Net earnings attributable to FNFV common shareholders	$	10		$	4		$	6

Total non-GAAP, pre-tax adjustments	$	11		$	7		$	4
Income taxes on non-GAAP adjustments	(3		)	(1		)	(2		)
Noncontrolling interest on non-GAAP adjustments	(3		)	(3		)	—
Total non-GAAP adjustments	$	5		$	3		$	2

Adjusted net earnings attributable to FNFV common shareholders	$	15		$	7		$	8

Adjusted EPS attributable to FNFV common shareholders - diluted	$	0.18		$	0.09		$	0.09

Cash flows used in operations:	$	(2	)
Non-GAAP adjustments:
IPO Cost	3
Total Non-GAAP adjustments	3

Adjusted cash flows from operations	1
Capital expenditures	14
Free cash flow	$	(13	)

FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Six Months Ended
June 30, 2016
Operating revenue	$	663		$	585		$	78
Interest and investment income	2			—			2
Realized gains and losses, net	12			(3		)	15
Total revenue	677			582			95

Personnel costs	78			27			51
Other operating expenses	55			37			18
Cost of restaurant revenue	490			490			—
Depreciation and amortization	30			20			10
Interest expense	4			2			2
Total expenses	657			576			81

Pre-tax earnings from continuing operations	$	20		$	6		$	14

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	(12		)	3			(15		)
Purchase price amortization	15			8			7
Max & Erma's exit/disposal cost	7			7			—
Total non-GAAP adjustments before taxes	$	10		$	18		$	(8	)

Adjusted pre-tax earnings from continuing operations	$	30		$	24		$	6
Adjusted pre-tax margin from continuing operations	4.5		%	4.1		%	7.5		%

Purchase price amortization	(15		)	(8		)	(7		)
Depreciation and amortization	30			20			10
Interest expense	4			2			2

Adjusted EBITDA	$	49		$	38		$	11
Adjusted EBITDA margin	7.4		%	6.5		%	13.8		%

FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Six Months Ended
June 30, 2016
Pre-tax earnings from continuing operations	$	20		$	6		$	14

Income tax expense	2			—			2
Loss from equity investments	(5		)	—			(5		)
Non-controlling interests	2			2			—

Net earnings attributable to FNFV common shareholders	$	11		$	4		$	7

EPS attributable to FNFV common shareholders - basic	$	0.16		$	0.06		$	0.09
EPS attributable to FNFV common shareholders - diluted	$	0.15		$	0.06		$	0.10

FNFV weighted average shares - basic	69
FNFV weighted average shares - diluted	71

Net earnings attributable to FNFV common shareholders	$	11		$	4		$	7

Total non-GAAP, pre-tax adjustments	$	10		$	18		$	(8	)
Income taxes on non-GAAP adjustments	1			(4		)	5
Ceridian divestiture (gain) loss	(4		)	—			(4		)
Noncontrolling interest on non-GAAP adjustments	(8		)	(8		)	—
Total non-GAAP adjustments	$	(1	)	$	6		$	(7	)

Adjusted net earnings attributable to FNFV common shareholders	$	10		$	10		$	—

Adjusted EPS attributable to FNFV common shareholders - diluted	$	0.14		$	0.14		$	—

Cash flows provided by operations:	$	25
Capital expenditures	27
Free cash flow	$	(2	)

FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Six Months Ended
June 30, 2015
Operating revenue	$	878		$	735		$	143
Interest and investment income	1			—			1
Realized gains and losses, net	(1		)	—			(1		)
Total revenue	878			735			143

Personnel costs	76			33			43
Other operating expenses	123			37			86
Cost of restaurant revenue	619			619			—
Depreciation and amortization	34			26			8
Interest expense	3			3			—
Total expenses	855			718			137

Pre-tax earnings from continuing operations	$	23		$	17		$	6

Non-GAAP adjustments before taxes
Realized (gains) and losses, net	1			—			1
Purchase price amortization	14			8			6
IPO costs	3			3			—
Total non-GAAP adjustments before taxes	$	18		$	11		$	7

Adjusted pre-tax earnings from continuing operations	$	41		$	28		$	13
Adjusted pre-tax margin from continuing operations	4.7		%	3.8		%	9.0		%

Purchase price amortization	(14		)	(8		)	(6		)
Depreciation and amortization	34			26			8
Interest expense	3			3			—

Adjusted EBITDA	$	64		$	49		$	15
Adjusted EBITDA margin	7.3		%	6.7		%	10.4		%

FIDELITY NATIONAL FINANCIAL VENTURES

YTD SEGMENT INFORMATION

(In millions)

(Unaudited)



	Total FNFV			Restaurant Group			FNFV Corporate and Other
Six Months Ended
June 30, 2015
Pre-tax earnings from continuing operations	$	23		$	17		$	6

Income tax benefit	(4		)	—			(4		)
Earnings from equity investments	1			—			1
Non-controlling interests	18			6			12

Net earnings (loss) attributable to FNFV common shareholders	$	10		$	11		$	(1	)

EPS attributable to FNFV common shareholders - basic	$	0.12		$	0.13		$	(0.01	)
EPS attributable to FNFV common shareholders - diluted	$	0.12		$	0.13		$	(0.01	)

FNFV weighted average shares - basic	84
FNFV weighted average shares - diluted	86

Net earnings (loss) attributable to FNFV common shareholders	$	10		$	11		$	(1	)

Total non-GAAP, pre-tax adjustments	$	18		$	11		$	7
Income taxes on non-GAAP adjustments	(5		)	(2		)	(3		)
Noncontrolling interest on non-GAAP adjustments	(5		)	(5		)	—
Total non-GAAP adjustments	$	8		$	4		$	4

Adjusted net earnings attributable to FNFV common shareholders	$	18		$	15		$	3

Adjusted EPS attributable to FNFV common shareholders - diluted	$	0.21		$	0.18		$	0.03

Cash flows provided by operations:	$	4
Non-GAAP adjustments:
IPO costs	3
Total Non-GAAP adjustments	3

Adjusted cash flows from operations	7
Capital expenditures	24
Free cash flow	$	(17	)

FIDELITY NATIONAL FINANCIAL VENTURES

SUMMARY BALANCE SHEET AND BOOK VALUE SUMMARY

(In millions)



	FNFV June 30, 2016			FNFV December 31, 2015
	(Unaudited)			(Unaudited)
Cash and investment portfolio		$	689		$	735
Goodwill		194			188
Total assets		1,406			1,429
Notes payable		219			200
Non-controlling interest		119			114
Total equity and redeemable non-controlling interests		1,059			1,083
Total equity attributable to common shareholders		940			969



	FNF Group June 30, 2016				FNFV June 30, 2016		Consolidated June 30, 2016			Consolidated December 31, 2015
	(Unaudited)			(Unaudited)			(Unaudited)
Cash and investment portfolio		$	5,141		$	689		$	5,830		$	5,633
Goodwill		4,669			194			4,863			4,760
Title plant		395			—			395			395
Total assets		13,032			1,406			14,438			13,931
Notes payable		2,566			219			2,785			2,793
Reserve for title claim losses		1,590			—			1,590			1,583
Secured trust deposits		1,102			—			1,102			701
Redeemable non-controlling interests		344			—			344			344
Non-redeemable non-controlling interests		741			119			860			834
Total equity and redeemable non-controlling interests		5,954			1,059			7,013			6,932
Total equity attributable to common shareholders		4,869			940			5,809			5,754



Adjusted Book Value Summary	FNFV June 30, 2016			FNFV December 31, 2015
	(Unaudited)			(Unaudited)
Ceridian/Fleetcor		$	442		$	363
American Blue Ribbon Holdings		176			169
Del Frisco's Restaurant Group		44			34
Digital Insurance		74			73
Holding Company Cash		106			245
Other		98			85
FNFV Book Value		$	940		$	969
Outstanding FNFV shares		67.2			72.2
FNFV Book Value per Share		$	13.98		$	13.43

FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended								Six Months Ended
	June 30, 2016								June 30, 2016
	Consolidated			Core		FNFV			Consolidated		Core			FNFV
Direct title premiums	$	540		$	540	$	—		$	962	$	962		$	—
Agency title premiums	691			691		—			1,221		1,221			—
Total title premiums	1,231			1,231		—			2,183		2,183			—
Escrow, title-related and other fees	907			867		40			1,686		1,608			78
Total title and escrow and other	2,138			2,098		40			3,869		3,791			78

Restaurant revenue	292			—		292			585		—			585
Interest and investment income	37			36		1			67		65			2
Realized gains and losses, net	15			—		15			9		(3		)	12
Total revenue	2,482			2,134		348			4,530		3,853			677

Personnel costs	707			667		40			1,359		1,281			78
Other operating expenses	493			465		28			925		870			55
Cost of restaurant revenue	245			—		245			490		—			490
Agent commissions	526			526		—			928		928			—
Depreciation and amortization	102			87		15			202		172			30
Title claim loss expense	68			68		—			120		120			—
Interest expense	33			32		1			67		63			4
Total expenses	2,174			1,845		329			4,091		3,434			657

Earnings from continuing operations before taxes	308			289		19			439		419			20
Income tax expense (benefit)	101			98		3			150		148			2
Earnings from continuing operations before equity investments	207			191		16			289		271			18
Earnings (loss) from equity investments	(1		)	3		(4		)	1		6			(5		)
Net earnings	206			194		12			290		277			13
Non-controlling interests	9			7		2			19		17			2
Net earnings attributable to common shareholders	$	197		$	187	$	10		$	271	$	260		$	11

Cash flows provided by operations	282			277		5			374		349			25

FIDELITY NATIONAL FINANCIAL, INC.

CONSOLIDATED SUMMARY OF EARNINGS

(In millions)

(Unaudited)



	Three Months Ended									Six Months Ended
	June 30, 2015									June 30, 2015
	Consolidated			Core			FNFV			Consolidated			Core			FNFV
Direct title premiums	$	547		$	547		$	—		$	964		$	964		$	—
Agency title premiums	597			597			—			1,038			1,038			—
Total title premiums	1,144			1,144			—			2,002			2,002			—
Escrow, title-related and other fees	857			827			30			1,665			1,522			143
Total title and escrow and other	2,001			1,971			30			3,667			3,524			143

Restaurant revenue	371			—			371			735			—			735
Interest and investment income	32			32			—			63			62			1
Realized gains and losses, net	(9		)	(8		)	(1		)	(9		)	(8		)	(1		)
Total revenue	2,395			1,995			400			4,456			3,578			878

Personnel costs	690			652			38			1,313			1,237			76
Other operating expenses	482			453			29			948			825			123
Cost of restaurant revenue	313			—			313			619			—			619
Agent commissions	451			451			—			784			784			—
Depreciation and amortization	104			87			17			204			170			34
Title claim loss expense	69			69			—			120			120			—
Interest expense	32			31			1			63			60			3
Total expenses	2,141			1,743			398			4,051			3,196			855

Earnings from continuing operations before taxes	254			252			2			405			382			23
Income tax expense	88			95			(7		)	138			142			(4		)
Earnings from continuing operations before equity investments	166			157			9			267			240			27
(Loss) earnings from equity investments	4			—			4			3			2			1
Net earnings	170			157			13			270			242			28
Non-controlling interests	—			(3		)	3			14			(4		)	18
Net earnings attributable to common shareholders	$	170		$	160		$	10		$	256		$	246		$	10

Cash flows provided by operations	348			350			(2		)	389			385			4

###