FIDELITY NATIONAL FINANCIAL, INC.
2018 Annual Repor t
F I N A N C I A L H I G H L I G H T S
(Dollars in millions, except per share amounts)
I N C O M E S TAT E M E N T :
Total Revenue
Net Earnings Attributable to Common Shareholders
Adjusted Pre-Tax Title Margin
Cash Flow from Operations
BA L A N C E S H E E T:
Total Assets
Cash and Investment Portfolio
Reserve for Claim Losses
Total Equity
2018
2017
2016
Year Ended December 31,
$ 7,594
$
$
628
14.8%
943
$ 9,301
$ 4,806
$ 1,488
$ 4,628
$ 7,663
$
$
771
14.5%
737
At December 31,
$ 9,151
$ 4,481
$ 1,490
$ 4,467
$ 7,257
$
650
14.7%
$ 1,162
$ 14,521
$ 4,831
$ 1,487
$ 6,898
$7,257
$7,663
$7,594
14.7%
14.5%
14.8%
’16
’17
Total Revenue
’18
’16
’17
Adjusted Pre-Tax Title Margin
’18
$650
$771
$628
$14,521
$9,151
$9,301
’16
’17
Net Earnings Attributable to
Common Shareholders
’18
’16
’17
Total Assets
’18
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C
William P. Foley, II
Chairman of the Board
Raymond R. Quirk
Chief Executive Officer
T O O U R S H A R E H O L D E R S
F E B R U A R Y 1 9 , 2 0 1 9
2018 was another strong year financially for our company. For the full-year 2018, we
generated net earnings of $628 million and adjusted net earnings of $750 million. Diluted
earnings per share were $2.26 and adjusted diluted earnings per share were $2.70. In our
title insurance business, we generated adjusted pre-tax title earnings of nearly $1.1 billion,
and an adjusted pre-tax title margin of 14.8%, increases of 3% and 30 basis points,
respectively, over full-year 2017.
2018 was also a busy year on the capital allocation front. We allocated nearly $330
million to pay our four quarterly common stock dividends during the year. We also spent a
total of $210 million to retire the remaining convertible bonds outstanding during the year.
In August, we issued $450 million in 4.50% senior notes due in 2028, utilizing a majority of
the proceeds to repay borrowings under our credit facility and the final convertible bonds
that matured that month. Finally, we restarted our stock repurchase program in late October
and repurchased nearly 700,000 shares for approximately $20 million in the fourth quarter.
The big strategic news of the year was our March 2018 announcement of the signing of
a merger agreement under which FNF will acquire Stewart Information Services
Corporation for $50 per share of common stock, representing an equity value of
approximately $1.2 billion. The consideration will be paid 50% in cash and 50% in FNF
common stock. Stewart and FNF agreed upon a fixed exchange ratio of 1.285 shares of FNF
common stock for each share of Stewart common stock exchanged in the combination.
Assuming the announced $50 per share price, FNF would issue approximately 15.3 million
common shares, representing just over 5% of FNF outstanding common shares.
Under the terms of the merger agreement, if FNF or Stewart are required to divest assets
or businesses in order to obtain required regulatory approval of the transaction that results in
the loss of more than $75 million in revenue up to a maximum of $225 million in revenue,
the purchase price will be adjusted downwards on a pro-rata basis from $50 per share to a
minimum purchase price of $45.50 per share.
We have targeted $135 million in operational cost synergies. At this targeted amount,
the combination would have been more than 15% accretive to pro forma 2017 adjusted net
earnings per share had the transaction closed at the beginning of 2017.
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C .
In our title insurance business, we
generated
adjusted
pre-tax
title
earnings of nearly $1.1 billion, and an
adjusted pre-tax title margin of 14.8%
We continue to work through the regulatory process for the Stewart Information
Services acquisition and are engaged in the Second Request related to the FTC's HSR
regulatory review of the transaction. Unfortunately, the FTC informed us that no work
related to the regulatory review occurred during the 35 day government shutdown in
December 2018 and January 2019. Also, on January 31, 2019, the New York State
Department of Financial Services provided written notice of its disapproval of FNF's
application to acquire control of Stewart Title Insurance Company, a New York domiciled
title insurance underwriter that is licensed only in the State of New York. We are
evaluating the appropriate course of action, which may include a discussion with the New
York State Department of Financial Services to better understand its concerns and respond
to the letter. We continue to believe the Stewart acquisition will create meaningful long-
term value for our shareholders
We are excited for the opportunity to welcome Stewart, its employees and its customers
to the FNF family. The venerable Stewart brand has a long and respected history in the title
insurance industry and we see tremendous potential in working with the Stewart
management team to invest in and grow the Stewart brand on a national basis as part of our
long-time, successful strategy of operating multiple title insurance brands under the FNF
umbrella. We are very familiar with Stewart in the marketplace and see multiple areas
where we can assist and accelerate Stewart’s growth plans.
We thank all of our employees for their efforts in 2018 and we thank all of our
shareholders for their continued support. Our company continued to evolve in 2018,
looking very different than it did 35 years ago and much different than we looked even two
years ago. The following pages illustrate a similar evolution in home ownership and families
that traces the roots of our company back more than 150 years.
William P. Foley, II
Chairman of the Board
Raymond R. Quirk
Chief Executive Officer
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C .
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C .
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C
F I D E L I T Y N AT I O N A L F I N A N C I A L , I N C .
B OA R D O F D I R E CTO RS
EXE C UTIVE O F F I C E RS
INDEPENDENT REGISTERED PUBLIC
Raymond R. Quirk
Chief Executive Officer
Michael J. Nolan
President
Roger S. Jewkes
Chief Operating Officer
Brent B. Bickett
Executive Vice President,
Corporate Strategy
Anthony J. Park
Executive Vice President,
Chief Financial Officer
Peter T. Sadowski
Executive Vice President,
Chief Legal Officer
Michael L. Gravelle
Executive Vice President,
General Counsel and Corporate Secretary
G E N E RA L I N FO R M ATI O N
CORPORATE OFFICE
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
www.fnf.com
STOCK TRANSFER AGENT AND REGISTRAR
Continental Stock Transfer and
Trust Company
1 State Street
30th Floor
New York, NY 10004
(212) 509-4000
cstmail@continentalstock.com
www.continentalstock.com/contact
ACCOUNTING FIRM
Ernst & Young
12926 Gran Bay Parkway
Jacksonville, FL 32258
PUBLICATIONS
The Company’s Annual Report on
Form 10-K and quarterly reports
on Form 10-Q are available on the
Investor Relations section of the
Company’s website at www.fnf.com.
A Notice of Annual Meeting of
Stockholders and Proxy Statement are
furnished to stockholders in advance of
the Annual Meeting.
STOCK EXCHANGE LISTING
Fidelity National Financial, Inc.
common stock is listed on the New
York Stock Exchange under the trading
symbol FNF.
CERTIFICATIONS
FNF filed the Chief Executive
Officer and Chief Financial Officer
certifications required by Section 302
of the Sarbanes-Oxley Act of 2002
as exhibits to its Annual Report on
Form 10-K for the fiscal year ended
December 31, 2018.
INVESTOR RELATIONS
Daniel Kennedy Murphy, CFA
Senior Vice President and Treasurer
Fidelity National Financial, Inc.
(NYSE:FNF)
601 Riverside Avenue
Jacksonville, FL 32204
(904) 854-8120
dkmurphy@fnf.com
www.fnf.com
William P. Foley, II
Chairman of the Board
Fidelity National Financial, Inc.
Douglas K. Ammerman
Retired
KPMG LLP
Thomas M. Hagerty
Managing Partner
Thomas H. Lee Partners, L.P.
Daniel D. Lane
Chairman of the Board
Lane/Kuhn Pacific
Richard N. Massey
Partner
Westrock Capital Partners
Heather H. Murren
Managing Partner
Murren Family Office
Raymond R. Quirk
Chief Executive Officer
Fidelity National Financial, Inc.
John D. Rood
Chairman
The Vestcor Companies, Inc.
Peter O. Shea, Jr.
President and Chief Executive Officer
J.F. Shea Company
Cary H. Thompson
Vice Chairman
Banc of America Merrill Lynch
Willie D. Davis
Director Emeritus
AUDIT COMMITTEE
Douglas K.Ammerman, Chair
Heather H. Murren
John D. Rood
COMPENSATION COMMITTEE
Richard N. Massey, Chair
Daniel D. Lane
Cary H.Thompson
GOVERNANCE COMMITTEE
Peter O. Shea, Jr., Chair
Richard N. Massey