SEC Filing - Fidelity National Financial

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FNF 09.30.13 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-32630

FIDELITY NATIONAL FINANCIAL, INC.

______________________________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)



Delaware		16-1725106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

601 Riverside Avenue, Jacksonville, Florida		32204
(Address of principal executive offices)		(Zip Code)

(904) 854-8100

___________________________________________________________________

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO R

As of October 31, 2013, there were 249,720,579 shares of the Registrant’s Common Stock outstanding.

FORM 10-Q

QUARTERLY REPORT

Quarter Ended September 30, 2013

TABLE OF CONTENTS




	Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	1
B. Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September 30, 2013 and 2012	2
C. Condensed Consolidated Statements of Comprehensive Earnings for the three-month and nine-month periods ended September 30, 2013 and 2012	3
D. Condensed Consolidated Statement of Equity for the nine-month period ended September 30, 2013	4
E. Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2013 and 2012	5
F. Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosure About Market Risk	44
Item 4. Controls and Procedures	44
Part II: OTHER INFORMATION
Item 1. Legal Proceedings	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6. Exhibits	47

Table of Contents

Part I: FINANCIAL INFORMATION


Item 1.	Condensed Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share data)



	September 30, 2013			December 31, 2012
	(Unaudited)
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value, at September 30, 2013 and December 31, 2012 includes pledged fixed maturity securities of $281 and $275, respectively, related to secured trust deposits	$	3,114		$	3,140
Preferred stock available for sale, at fair value	147			217
Equity securities available for sale, at fair value	137			138
Investments in unconsolidated affiliates	360			392
Other long-term investments	155			105
Short-term investments	46			62
Total investments	3,959			4,054
Cash and cash equivalents, at September 30, 2013 and December 31, 2012 includes $368 and $266, respectively, of pledged cash related to secured trust deposits	1,293			1,132
Trade and notes receivables, net of allowance of $21 and $22, at September 30, 2013 and December 31, 2012, respectively	493			479
Goodwill	1,894			1,909
Prepaid expenses and other assets	769			672
Other intangible assets, net	643			651
Title plants	374			374
Property and equipment, net	652			632
Total assets	$	10,077		$	9,903
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities, at September 30, 2013 and December 31, 2012 includes accounts payable to related parties of $5	$	1,297		$	1,308
Notes payable	1,348			1,344
Reserve for title claim losses	1,695			1,748
Secured trust deposits	644			528
Income taxes payable	28			103
Deferred tax liability	125			123
Total liabilities	5,137			5,154
Equity:
Common stock, Class A, $0.0001 par value; authorized 600,000,000 shares as of September 30, 2013 and December 31, 2012; issued 271,131,734 as of September 30, 2013 and 268,541,117 as of December 31, 2012	—			—
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none	—			—
Additional paid-in capital	4,096			4,018
Retained earnings	1,065			849
Accumulated other comprehensive earnings	11			59
Less: treasury stock, 41,396,266 shares and 39,995,513 shares as of September 30, 2013 and December 31, 2012, respectively, at cost	(692		)	(658		)
Total Fidelity National Financial, Inc. shareholders’ equity	4,480			4,268
Non-controlling interests	460			481
Total equity	4,940			4,749
Total liabilities and equity	$	10,077		$	9,903

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in millions, except per share data)



	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Revenues:
Direct title insurance premiums	$	472		$	436		$	1,377		$	1,215
Agency title insurance premiums	630			569			1,779			1,501
Escrow, title related and other fees	437			428			1,361			1,228
Auto parts revenue	266			143			834			143
Restaurant revenue	336			298			1,037			551
Interest and investment income	29			36			99			109
Realized gains and losses, net	4			123			7			193
Total revenues	2,174			2,033			6,494			4,940
Expenses:
Personnel costs	540			470			1,605			1,322
Agent commissions	482			432			1,352			1,144
Other operating expenses	329			331			1,020			932
Cost of auto parts revenue, includes $19 and $55 of depreciation and amortization for the three and nine months ended September 30, 2013, respectively, and $6 for the three and nine months ended September 30, 2012	223			125			704			125
Cost of restaurant revenue	292			258			889			473
Depreciation and amortization	36			28			104			71
Provision for title claim losses	77			69			221			200
Interest expense	27			19			71			50
Total expenses	2,006			1,732			5,966			4,317
Earnings from continuing operations before income taxes and equity in (losses) earnings of unconsolidated affiliates	168			301			528			623
Income tax expense	54			70			172			188
Earnings from continuing operations before equity in earnings of unconsolidated affiliates	114			231			356			435
Equity in (losses) earnings of unconsolidated affiliates	(14		)	5			(20		)	13
Net earnings from continuing operations	100			236			336			448
Net (loss) earnings from discontinued operations, net of tax	—			(1		)	(2		)	11
Net earnings	100			235			334			459
Less: Net earnings attributable to non-controlling interests	2			1			8			4
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	98		$	234		$	326		$	455
Earnings per share
Basic
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders	$	0.43		$	1.06		$	1.46		$	2.02
Net (loss) earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders	—			—			(0.01		)	0.05
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	0.43		$	1.06		$	1.45		$	2.07
Diluted
Net earnings from continuing operations attributable to Fidelity National Financial, Inc. common shareholders	$	0.43		$	1.04		$	1.43		$	1.97
Net (loss) earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders	—			—			(0.01		)	0.05
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	0.43		$	1.04		$	1.42		$	2.02
Weighted average shares outstanding, basic basis	226			221			225			220
Weighted average shares outstanding, diluted basis	230			226			230			225
Cash dividends paid per share	$	0.16		$	0.14		$	0.48		$	0.42

Amounts attributable to Fidelity National Financial, Inc. common shareholders
Basic and diluted net earnings from continuing operations attributable to FNF common shareholders	$	98		$	237		$	328		$	449
Basic and diluted net (losses) earnings from discontinued operations attributable to FNF common shareholders	—			(3		)	(2		)	6
Basic and diluted net earnings attributable to FNF common shareholders	$	98		$	234		$	326		$	455

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions)



	Three months ended September 30,						Nine months ended September 30,
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(Unaudited)						(Unaudited)
Net earnings	$	100		$	235		$	334		$	459
Other comprehensive earnings:
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)	1			22			(22		)	47
Unrealized (loss) gain on investments in unconsolidated affiliates (2)	(7		)	20			(18		)	18
Unrealized gain (loss) on foreign currency translation and cash flow hedging (3)	6			9			(3		)	8
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)	1			(3		)	(4		)	(10		)
Minimum pension liability adjustment (5)	—			—			(1		)	—
Other comprehensive earnings (loss)	1			48			(48		)	63
Comprehensive earnings	101			283			286			522
Less: Comprehensive earnings attributable to non-controlling interests	2			1			8			4
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders	$	99		$	282		$	278		$	518

_______________________________________


(1)	Net of income tax expense (benefit) of $1 million and $13 million for the three-month periods ended September 30, 2013 and 2012, respectively, and $(13) million and $27 million for the nine-month periods ended September 30, 2013 and 2012, respectively.


(2)	Net of income tax (benefit) expense of $(4) million and $11 million for the three-month periods ended September 30, 2013 and 2012, respectively, and $(11) million and $10 million for the nine-month periods ended September 30, 2013 and 2012, respectively.


(3)	Net of income tax expense (benefit) of $4 million and $5 million for the three-month periods ended September 30, 2013 and 2012, respectively, and $(2) million and $5 million for the nine-month periods ended September 30, 2013 and 2012, respectively.


(4)	Net of income tax benefit (expense) of $1 million and $(2) million for the three-month periods ended September 30, 2013 and 2012, respectively, and $(2) million and $(6) million for the nine-month periods ended September 30, 2013 and 2012, respectively.


(5)	Net of income tax benefit of less than $1 million for the nine-month period ended September 30, 2013.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In millions)

(Unaudited)



	Fidelity National Financial, Inc. Common Shareholders
										Accumulated
				Additional						Other
	Common Stock			Paid-in			Retained			Comprehensive			Treasury Stock				Non-controlling
	Shares	Amount		Capital			Earnings			Earnings (Loss)			Shares	Amount			Interests			Total Equity
Balance, December 31, 2012	269	$	—	$	4,018		$	849		$	59		40	$	(658	)	$	481		$	4,749
Exercise of stock options	2	—		49			—			—			—	—			—			49
Treasury stock repurchased	—	—		—			—			—			1	(34		)	—			(34		)
Tax benefit associated with the exercise of stock options	—	—		3			—			—			—	—			—			3
Other comprehensive earnings — unrealized loss on investments and other financial instruments (excluding investments in unconsolidated affiliates)	—	—		—			—			(26		)	—	—			—			(26		)
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates	—	—		—			—			(18		)	—	—			—			(18		)
Other comprehensive earnings — unrealized loss on foreign currency translation and cash flow hedging	—	—		—			—			(3		)	—	—			—			(3		)
Other comprehensive earnings — minimum pension liability adjustment	—	—		—			—			(1		)	—	—			(1		)	(2		)
Stock-based compensation	—	—		21			—			—			—	—			3			24
Dividends declared	—	—		—			(110		)	—			—	—			—			(110		)
Consolidation of previous minority-owned subsidiary	—	—		9			—			—			—	—			(23		)	(14		)
Contributions to non-controlling interests	—	—		(4		)	—			—			—	—			7			3
Subsidiary dividends declared to non-controlling interests	—	—		—			—			—			—	—			(15		)	(15		)
Net earnings	—	—		—			326			—			—	—			8			334
Balance, September 30, 2013	271	—		$	4,096		$	1,065		$	11		41	$	(692	)	$	460		$	4,940

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)



	Nine months ended September 30,

	2013			2012
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	334		$	459
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	159			77
Equity in losses (earnings) of unconsolidated affiliates	20			(13		)
Gain on sales of investments and other assets, net	(7		)	(2		)
Gain on consolidation of O'Charley's Inc. and American Blue Ribbon Holdings, LLC	—			(73		)
Bargain purchase gain on O'Charley's, Inc.	—			(48		)
Gain on consolidation of Remy International Inc.	—			(79		)
Stock-based compensation	24			17
Tax benefit associated with the exercise of stock options	(3		)	(7		)
Changes in assets and liabilities, net of effects from acquisitions:
Net decrease in pledged cash, pledged investments, and secured trust deposits	11			—
Net increase in trade receivables	(14		)	(12		)
Net increase in prepaid expenses and other assets	(47		)	(5		)
Net decrease in accounts payable, accrued liabilities, deferred revenue and other	(27		)	(13		)
Net decrease in reserve for title claim losses	(81		)	(64		)
Net change in income taxes	(25		)	140
Net cash provided by operating activities	344			377
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale	495			402
Proceeds from calls and maturities of investment securities available for sale	230			273
Proceeds from sale of other assets	—			2
Collection of seller note from sale of flood insurance	—			75
Additions to property and equipment	(98		)	(43		)
Purchases of investment securities available for sale	(681		)	(822		)
Net proceeds from (purchases of) short-term investment securities	16			(3		)
Net purchases of other long-term investments	(81		)	—
Contributions to investments in unconsolidated affiliates	(19		)	—
Net other investing activities	(1		)	—
Acquisition of O'Charley's Inc. and American Blue Ribbon Holdings, LLC, net of cash acquired	—			(122		)
Acquisition of J. Alexander's Corporation, net of cash acquired	—			(72		)
Acquisition of Remy International, Inc., net of cash acquired	—			64
Proceeds from sale of personal lines insurance business	—			120
Other acquisitions/disposals of businesses, net of cash acquired	(19		)	(26		)
Net cash used in investing activities	(158		)	(152		)
Cash flows from financing activities:
Borrowings	329			634
Debt service payments	(325		)	(495		)
Proceeds from sale of 4% ownership interest of Digital Insurance, Inc.	3			—
Make-whole call penalty on early extinguishment of debt	—			(5		)
Additional investment in non-controlling interest	(14		)	—
Dividends paid	(109		)	(93		)
Subsidiary dividends paid to non-controlling interest shareholders	(15		)	(7		)
Exercise of stock options	49			68
Debt issuance costs	(14		)	(8		)
Tax benefit associated with the exercise of stock options	3			7
Purchases of treasury stock	(34		)	(22		)
Net cash (used in) provided by financing activities	(127		)	79
Net increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits	59			304
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period	866			504
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period	$	925		$	808
Supplemental cash flow information:
Income taxes paid	$	183		$	63
Interest paid	$	72		$	46

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Basis of Financial Statements

The unaudited financial information in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

Certain reclassifications have been made in the 2012 Condensed Consolidated Financial Statements to conform to classifications used in 2013.

Description of Business

We are a leading provider of title insurance, mortgage services and other diversified services. FNF is the nation's largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title - that collectively issue more title insurance policies than any other title company in the United States. We hold a 55% ownership interest in American Blue Ribbon Holdings ("ABRH"), the owner and operator of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn and Bakers Square restaurant concepts. ABRH also franchises O'Charley's, Max and Erma's and Village Inn concepts. We also have an 87% ownership interest in J. Alexander's Holdings, LLC ("J. Alexander's"), an upscale dining restaurant owner and operator of the J. Alexander's and Stoney River Legendary Steaks ("Stoney River") concepts. In addition, we hold a 51% ownership interest in Remy International, Inc. ("Remy"), a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles. FNF also owns a minority interest in Ceridian Corporation ("Ceridian"), a leading provider of global human capital management and payment solutions.

Recent Developments

On October 24, 2013, we offered 17,250,000 shares of our common stock at an offering price of $26.75 per share, pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. We granted the underwriters a 30-day option to purchase 2,587,500 additional shares at the offering price, which was subsequently exercised in full. A total of 19,837,500 shares were issued on October 30, 2013, for net proceeds of approximately $510 million. The net proceeds from this offering will be used to pay a portion of the cash consideration for the previously announced merger with Lender Processing Services, Inc. ("LPS"). If we do not consummate the merger, the net proceeds will be used for general corporate purposes, which may include the repurchase of shares of our common stock.

On May 28, 2013, we announced the signing of a definitive agreement under which we will acquire all of the outstanding common stock of LPS for an estimated $33.25 per common share, for a total equity value of approximately $2.9 billion. Under the terms of the definitive agreement, we will pay the consideration for the LPS shares of common stock in a combination of cash and shares of our common stock, subject to adjustments as described in the agreement. At closing, we will combine our ServiceLink business with LPS and after closing sell a 35% minority equity interest to funds affiliated with Thomas H. Lee Partners, L.P. The transaction is subject to approval by LPS shareholders, approvals from applicable federal and state regulators and satisfaction of other customary closing conditions. On July 12, 2013, we received a second request from the United States Federal Trade Commission (the "FTC") regarding their regulatory review of the transaction. The effect of the second request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) until 30 days after LPS and FNF have substantially complied with the second request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. LPS and FNF are responding to the second request and are committed to working cooperatively with the FTC staff as it conducts its review of the proposed transaction. Although LPS and FNF believe that the transactions contemplated by the merger agreement do not raise regulatory concerns material to the transaction and that all requisite regulatory approvals can be obtained on a timely basis, LPS and FNF cannot be certain when or if these approvals will be obtained. Closing of the transaction currently is expected to occur late in December of 2013 or January of 2014.

On February 25, 2013, we formed J. Alexander's, a restaurant company which is focused on the upscale dining segment. J. Alexander's consists of thirty J. Alexander's locations and ten Stoney River locations. ABRH contributed the ten Stoney River locations to J. Alexander's for an approximate 28% ownership interest in the new company, giving us an overall 87% ownership interest in J. Alexander's. The operations of J. Alexander's are consolidated in our existing Restaurant Group segment. Previously, in September 2012 we purchased all of the outstanding common stock of J. Alexander's Corporation for total consideration of $70 million in cash, net of cash acquired of $7 million.

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Digital Insurance is the nation's leading employee benefits platform specializing in health insurance distribution and benefits management for small and mid-sized businesses.

During the third quarter of 2012, we acquired 1.5 million additional shares of Remy, increasing our ownership interest to 16.3 million shares or 51% of Remy's total outstanding common shares. As a result of this acquisition we began to consolidate the results of Remy effective August 14, 2012. We previously held a 47% ownership interest in Remy.

On April 9, 2012, we successfully closed a tender offer for the outstanding common stock of O'Charley's Inc. ("O'Charley's"). We have consolidated the results of O'Charley's as of April 9, 2012. On May 11, 2012, we merged O'Charley's with our investment in ABRH in exchange for an increase in our ownership position in ABRH from 45% to 55%. Total consideration paid was $122 million in cash, net of cash acquired of $35 million. Our investment in ABRH prior to the merger was $37 million and was included in Investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheet. Our investment in O'Charley's prior to the tender offer of $14 million was included in Equity securities available for sale on the Condensed Consolidated Balance Sheet. We have consolidated the operations of ABRH with the O'Charley's group of companies, beginning on May 11, 2012. A realized gain of $66 million, which is included in Realized gains and losses on the Condensed Consolidated Statement of Earnings, was recognized in the nine months ending September 30, 2012 for the difference between our basis in our equity method investment of ABRH prior to consolidation and the fair value of our investment in ABRH at the date of consolidation. In regards to O'Charley's, we recognized a realized gain of $7 million in the nine months ending September 30, 2012, respectively. The gain results from the difference in the basis of our holdings in O'Charley's common stock prior to consolidation and the fair value of O'Charley's common stock at the date of consolidation. As a result of the final valuation, we recognized and measured the identifiable assets acquired and liabilities assumed from the O'Charley's purchase at fair value. Upon completion of the fair value process, the net assets of O'Charley's received by FNF exceeded the purchase price resulting in a bargain purchase gain of $48 million, which is included in Realized gains and losses on the Consolidated Statement of Earnings for 2012. The bargain purchase gain was due to the release of a valuation allowance on O'Charley's net deferred tax assets. O'Charley's previously had recorded a valuation allowance on the deferred tax assets, due to its history of net losses and the low probability of being able to utilize these assets. We also recorded an $11 million increase to our Additional paid-in capital during 2012, related to the fair value of the non-controlling interest portion of our ownership in O'Charley's.

Discontinued Operations

The results from two closed J. Alexander's locations and a settlement services company closed in the second quarter of 2013 are reflected in the Condensed Consolidated Statements of Earnings as discontinued operations for all periods presented. Total revenues included in discontinued operations was $9 million for the three months ending September 30, 2012, and $8 million and $28 million for the nine months ending September 30, 2013 and 2012, respectively. Pre-tax (loss) earnings included in discontinued operations are $(1) million for the three and nine months ending September 30, 2013 and 2012, and $(3) million and $7 million for the nine months ending September 30, 2013 and 2012, respectively.

On May 1, 2012, we completed the sale of an 85% interest in our subsidiaries that write personal lines insurance to WT Holdings, Inc. for $120 million. Accordingly, the results of this business through the date of sale (which we refer to as our "at-risk" insurance business) for all periods presented are reflected in the Condensed Consolidated Statements of Earnings as discontinued operations. Total revenues from the at-risk insurance business included in discontinued operations are $57 million for the nine months ending September 30, 2012. Pre-tax earnings from the at-risk insurance business included in discontinued operations are $10 million for the nine months ending September 30, 2012.

Transactions with Related Parties

Agreements with Fidelity National Information Services, Inc. ("FIS")

A summary of the agreements that were in effect with FIS through September 30, 2013 is as follows:

•

Information Technology (“IT”) and data processing services from FIS. This agreement governs IT support services provided to us by FIS, primarily consisting of infrastructure support and data center management. Subject to certain early termination provisions, the agreement expires on or about June 30, 2014, with an option to renew for one additional year. Certain subsidiaries of FIS have also provided technology consulting services to FNF during 2013.


•	Administrative aviation corporate support and cost-sharing services to FIS.

A detail of net revenues and expenses between us and FIS that were included in our results of operations for the periods presented is as follows:

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued



	Three months ended September 30, 2013			Three months ended September 30, 2012			Nine months ended September 30, 2013			Nine months ended September 30, 2012
	(In millions)
Corporate services and cost-sharing revenue	$	1		$	1		$	4		$	4
Data processing expense	(9		)	(8		)	(25		)	(25		)
Net expense	$	(8	)	$	(7	)	$	(21	)	$	(21	)

We believe the amounts earned by us or charged to us under each of the foregoing arrangements are fair and reasonable. The IT infrastructure support and data center management services provided to us are priced within the range of prices that FIS offers to its unaffiliated third party customers for the same types of services. However, the amounts we earned or were charged under these arrangements were not negotiated at arm’s-length, and may not represent the terms that we might have obtained from an unrelated third party. The net amounts due to FIS as a result of these agreements were $5 million as of September 30, 2013 and December 31, 2012.

Included in equity securities available for sale are 1,603,860 shares of FIS stock which were purchased during the fourth quarter of 2009 in connection with a merger between FIS and Metavante Technologies, Inc. The fair value of our investment was $74 million and $56 million as of September 30, 2013 and December 31, 2012, respectively.

Also included in fixed maturities available for sale are FIS bonds with a fair value of $42 million and $53 million as of September 30, 2013 and December 31, 2012, respectively. During the three and nine months ended September 30, 2013, we sold FIS bonds with a fair value of approximately $5 million.

Earnings Per Share

Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain options and shares of restricted stock as well as convertible debt instruments which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.

Options to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. Antidilutive options totaled one million shares for the three and nine-month periods ended September 30, 2013 and three million shares for the three and nine-month periods ended September 30, 2012.

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Note B — Fair Value Measurements

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, respectively:



	September 30, 2013
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Fixed maturity securities available for sale:
U.S. government and agencies	$	—	$	132	$	—	$	132
State and political subdivisions	—		1,157		—		1,157
Corporate debt securities	—		1,656		—		1,656
Mortgage-backed/asset-backed securities	—		116		—		116
Foreign government bonds	—		53		—		53
Preferred stock available for sale	70		77		—		147
Equity securities available for sale	137		—		—		137
Other long-term investments	—		—		39		39
Interest rate swap contracts	—		1		—		1
Foreign currency contracts	—		3		—		3
Total assets	$	207	$	3,195	$	39	$	3,441

Liabilities:
Interest rate swap contracts	$	—	$	1	$	—	$	1
Commodity contracts	—		3		—		3
Total liabilities	$	—	$	4	$	—	$	4

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	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	—	$	140	$	—	$	140
State and political subdivisions	—		1,300		—		1,300
Corporate debt securities	—		1,499		—		1,499
Mortgage-backed/asset-backed securities	—		154		—		154
Foreign government bonds	—		47		—		47
Preferred stock available for sale	109		108		—		217
Equity securities available for sale	138		—		—		138
Other long-term investments	—		—		41		41
Commodity contracts	—		1		—		1
Foreign currency contracts	—		6		—		6
Total assets	$	247	$	3,255	41		$	3,543

Liabilities:
Interest rate swap contracts	$	—	$	2	$	—	$	2
Foreign currency contracts	—		1		—		$	1
Commodity contracts	—		3		—		3
Total liabilities	$	—	$	6	$	—	$	6

Our Level 2 fair value measures for fixed-maturities available for sale are provided by third-party pricing services. We utilize one firm for our taxable bond and preferred stock portfolio and another for our tax-exempt bond portfolio. These pricing services are leading global providers of financial market data, analytics and related services to financial institutions. We rely on one price for each instrument to determine the carrying amount of the assets on our balance sheet. The inputs utilized in these pricing methodologies include observable measures such as benchmark yields, reported trades, broker dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including market research publications. We review the pricing methodologies for all of our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party as well as independently comparing the resulting prices to other publicly available measures of fair value and internally developed models. The pricing methodologies used by the relevant third party pricing services are as follows:

U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.

State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.

Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.

Mortgage-backed/asset-backed securities: These securities are comprised of agency mortgage-backed securities, commercial mortgage-backed securities, collaterized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.

Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.

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Preferred stock: Preferred stocks are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data.

Our Level 2 fair value measures for our interest rate swap, foreign exchange contracts, and commodity contracts are valued using the income approach. This approach uses techniques to convert future amounts to a single present value amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

Our Level 3 investments consist of structured notes that were purchased in 2009. The structured notes had a par value of $38 million and fair value of $39 million at September 30, 2013, and a par value of $38 million and fair value of $41 million at December 31, 2012. The structured notes are held for general investment purposes and represent approximately one percent of our total investment portfolio. The structured notes are classified as other long-term investments and are measured in their entirety at fair value with changes in fair value recognized in earnings. The fair value of these instruments represents exit prices obtained from a broker-dealer. These exit prices are the product of a proprietary valuation model utilized by the trading desk of the broker-dealer and contain assumptions relating to volatility, the level of interest rates, and the value of the underlying commodity indices. We reviewed the pricing methodologies for our Level 3 investments to ensure that they are reasonable and believe they represent an exit price for the securities as of September 30, 2013.

The following table presents the changes in our investments that are classified as Level 3 for the period ended September 30, 2013 (in millions):



Balance, December 31, 2012	$	41
Net realized loss	(2		)
Balance, September 30, 2013	$	39

The carrying amounts of short-term investments, accounts receivable and notes receivable approximate fair value due to their short-term nature. Additional information regarding the fair value of our investment portfolio is included in Note C.

Note C — Investments

The carrying amounts and fair values of our available for sale securities at September 30, 2013 and December 31, 2012 are as follows:



	September 30, 2013
	Carrying		Cost		Unrealized		Unrealized			Fair
	Value		Basis		Gains		Losses			Value
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	132	$	126	$	6	$	—		$	132
State and political subdivisions	1,157		1,123		37		(3		)	1,157
Corporate debt securities	1,656		1,613		50		(7		)	1,656
Foreign government bonds	53		52		2		(1		)	53
Mortgage-backed/asset-backed securities	116		111		5		—			116
Preferred stock available for sale	147		153		2		(8		)	147
Equity securities available for sale	137		76		62		(1		)	137
Total	$	3,398	$	3,254	$	164	$	(20	)	$	3,398

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	December 31, 2012
	Carrying		Cost		Unrealized		Unrealized			Fair
	Value		Basis		Gains		Losses			Value
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	140	$	130	$	10	$	—		$	140
State and political subdivisions	1,300		1,240		60		—			1,300
Corporate debt securities	1,499		1,439		72		(12		)	1,499
Foreign government bonds	47		45		2		—			47
Mortgage-backed/asset-backed securities	154		145		9		—			154
Preferred stock available for sale	217		207		10		—			217
Equity securities available for sale	138		103		40		(5		)	138
Total	$	3,495	$	3,309	$	203	$	(17	)	$	3,495

The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount since the date of purchase.

The following table presents certain information regarding contractual maturities of our fixed maturity securities at September 30, 2013:



	September 30, 2013
	Amortized		% of		Fair		% of
Maturity	Cost		Total		Value		Total
	(Dollars in millions)
One year or less	$	445	15	%	$	451	14	%
After one year through five years	1,856		61		1,918		62
After five years through ten years	605		20		622		20
After ten years	7		—		7		—
Mortgage-backed/asset-backed securities	111		4		116		4
Total	$	3,024	100	%	$	3,114	100	%
Subject to call	$	1,601	53	%	$	1,638	53	%

Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Included above in amounts subject to call are $1,214 million and $1,244 million in amortized cost and fair value, respectively, of fixed maturity securities with make-whole call provisions as of September 30, 2013.

Equity securities available for sale includes an investment in FIS stock. The fair value of our investment in the FIS stock was $74 million and $56 million at September 30, 2013 and December 31, 2012, respectively.

Included in our other long-term investments are fixed maturity structured notes purchased in 2009 and various cost-method investments. The structured notes are carried at fair value (see Note B) and changes in the fair value of these structured notes are recorded as Realized gains and losses in the Condensed Consolidated Statements of Earnings. The carrying value of the structured notes was $39 million and $41 million as of September 30, 2013 and December 31, 2012, respectively. We recorded no loss relating to the structured notes during the three months ended September 30, 2013 and we recorded a $2 million loss related to the structured notes in the nine-month period ended September 30, 2013, and recorded a net loss of $4 million and $2 million in the three and nine-month period ended September 30, 2012.

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Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2013 and December 31, 2012, were as follows (in millions):



September 30, 2013
	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
State and political subdivisions	$	143	$	(3	)	$	—	$	—		$	143	$	(3	)
Corporate debt securities	402		(5		)	15		(2		)	417		(7		)
Foreign government bonds	26		(1		)	—		—			26		(1		)
Preferred stock available for sale	103		(8		)	—		—			103		(8		)
Equity securities available for sale	5		(1		)	—		—			5		(1		)
Total temporarily impaired securities	$	679	$	(18	)	$	15	$	(2	)	$	694	$	(20	)



December 31, 2012
	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Corporate debt securities	$	96	$	(5	)	$	34	$	(7	)	$	130	$	(12	)
Equity securities available for sale	31		(3		)	3		(2		)	34		(5		)
Total temporarily impaired securities	$	127	$	(8	)	$	37	$	(9	)	$	164	$	(17	)

During the three-month period ended September 30, 2013, we recorded no impairment charges relating to investments that were determined to be other-than-temporarily impaired. During the nine-month period ended September 30, 2013 we recorded impairment charges on fixed maturity securities relating to investments that were determined to be other-than-temporarily impaired, which resulted in a charge of $1 million. During the three and nine-month periods ended September 30, 2012, we recorded no impairment charges relating to investments that were determined to be other-than-temporarily impaired. Impairment charges recorded during 2013 related to fixed maturity securities primarily related to our conclusion that the credit risk of these holdings was high and the ability of the issuer to pay the full amount of the principal outstanding was unlikely. As of September 30, 2013, we held no fixed maturity securities for which other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize potential future impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our condensed consolidated financial statements.

The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three and nine-month periods ending September 30, 2013 and 2012, respectively:



	Three months ended September 30, 2013									Nine months ended September 30, 2013
	Gross Realized Gains		Gross Realized Losses			Net Realized Gains (Losses)		Gross Proceeds from Sale/Maturity		Gross Realized Gains		Gross Realized Losses			Net Realized Gains (Losses)			Gross Proceeds from Sale/Maturity
	(Dollars in millions)									(Dollars in millions)
Fixed maturity securities available for sale	$	1	$	(1	)	$	—	$	111	$	8	$	(4	)	$	4		$	577
Preferred stock available for sale	1		—			1		11		7		(2		)	5			121
Equity securities available for sale	2		(1		)	1		20		4		(1		)	3			27
Other long-term investments						—		—							(2		)	—
Other assets						2		—							—			—
Debt extinguishment costs						—		—							(3		)	—
Total						$	4	$	142						$	7		$	725

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	Three months ended September 30, 2012									Nine months ended September 30, 2012
	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)			Gross Proceeds from Sale/Maturity		Gross Realized Gains			Gross Realized Losses		Net Realized Gains (Losses)			Gross Proceeds from Sale/Maturity
	(Dollars in millions)									(Dollars in millions)
Fixed maturity securities available for sale	$	4	$	—	$	4		$	257	$	9		$	—	$	9		$	667
Preferred stock available for sale	—		—		—			2		—		—	—		—			7
Equity securities available for sale	1		—		1			1		1		—	—		1			1
Other long-term investments					4			—							2			—
Gain on consolidation of O'Charley's and ABRH					—			—							73			—
Bargain purchase gain on O'Charley's					48			—							48			—
Gain on consolidation of Remy					79			—							79			—
Loss on early extinguishment of 5.25% bonds					(6		)	—							(6		)	—
Other assets					(7		)	—							(13		)	2
Total					$	123		$	260						$	193		$	677

Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of September 30, 2013 and December 31, 2012, investments in unconsolidated affiliates consisted of the following (dollars in millions):



	Current Ownership		September 30, 2013		December 31, 2012
Ceridian	32	%	$	297	$	351
Other	Various		63		41
Total			$	360	$	392

During the first quarter of 2013, we purchased $24 million in Ceridian bonds which are included in Fixed maturity securities available for sale on the Condensed Consolidated Balance Sheets, and have a fair value of $27 million as of September 30, 2013. Subsequent to September 30, 2013, we purchased an additional $9 million in Ceridian bonds, which will be included in Fixed maturity securities available for sale on the Condensed Consolidated Balance Sheets.

We account for our equity in Ceridian on a three-month lag. Accordingly, our net earnings for the three and nine-month periods ended September 30, 2013, includes our equity in Ceridian’s earnings for the three and nine-month periods ended June 30, 2013, and our net earnings for the three and nine-month periods ended September 30, 2012, includes our equity in Ceridian’s earnings for the three and nine-month periods ended June 30, 2012. During the three and nine-month periods ended September 30, 2013 and 2012, we recorded $15 million and $24 million, and $2 million and $10 million in equity in losses of Ceridian, respectively. Equity in earnings of other unconsolidated affiliates was $1 million and $4 million and $7 million and $23 million for the three and nine-month periods ended September 30, 2013 and 2012, respectively.

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Summarized financial information for Ceridian for the relevant dates and time periods included in our Condensed Consolidated Financial Statements is presented below.



	June 30, 2013		September 30, 2012
	(In millions)
Total current assets before customer funds	$	1,161	$	1,209
Customer funds	4,230		3,925
Goodwill and other intangible assets, net	4,490		4,630
Other assets	134		157
Total assets	$	10,015	$	9,921
Current liabilities before customer obligations	$	922	$	995
Customer obligations	4,212		3,874
Long-term obligations, less current portion	3,448		3,445
Other long-term liabilities	484		489
Total liabilities	9,066		8,803
Equity	949		1,118
Total liabilities and equity	$	10,015	$	9,921



	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012			Nine Months Ended June 30, 2013			Nine Months Ended June 30, 2012
	(In millions)
Total revenues	$	359		$	356		$	1,134		$	1,123
Loss before income taxes	(40		)	(12		)	(72		)	(44		)
Net loss	(48		)	(9		)	(86		)	(38		)

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Note D —Remy Derivative Financial Instruments and Concentration of Risk

The following describes risks based and derivative instruments held by Remy.

Foreign Currency Risk

Remy manufactures and sells products primarily in North America, South America, Asia, Europe and Africa. As a result, financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which Remy manufactures and sells products. Remy generally tries to use natural hedges within its foreign currency activities, including the matching of revenues and costs, to minimize foreign currency risk. Where natural hedges are not in place, Remy considers managing certain aspects of its foreign currency activities through the use of foreign exchange contracts. Remy primarily utilizes forward exchange contracts with maturities generally within fifteen months to hedge against currency rate fluctuations, some of which are designated as hedges. As of September 30, 2013, Remy had the following outstanding foreign currency contracts to hedge forecasted purchases and revenues (in millions):



	Currency Denomination
Foreign currency contract	September 30, 2013		December 31, 2012
South Korean Won Forward	$	46	$	56
Mexican Peso Contracts	$	55	$	67
Brazilian Real Forward	$	12	$	18
Hungarian Forint Forward	€	11	€	14
British Pound Forward	£	3	£	1

There were net accumulated unrealized gains of $1 million relating to these instruments as of September 30, 2013. Accumulated unrealized net gains of $3 million were recorded in Accumulated other comprehensive earnings (loss) as of December 31, 2012, related to these instruments. As of September 30, 2013, gains related to these instruments of $1 million are expected to be reclassified to the Condensed Consolidated Statement of Earnings within the next 12 months. Any ineffectiveness during the three and nine-month periods ended September 30, 2013 was immaterial.

Interest rate risk

During 2010, Remy entered into an interest rate swap agreement in respect of 50% of the outstanding principal balance of its Term B Loan under which a variable LIBOR rate with a floor of 1.75% was swapped to a fixed rate of 3.35%. Due to the significant value of the terminated swaps which were transferred into this swap, this interest rate swap is an undesignated hedge and changes in the fair value are recorded as Interest expense in the accompanying Condensed Consolidated Statements of Earnings.

On March 27, 2013, Remy terminated its undesignated Term B Loan interest rate swap and transferred the value into a new undesignated interest rate swap agreement of $72 million of the outstanding principal loan balance under which Remy will swap a variable LIBOR rate with a floor of 1.25% to a fixed rate of 4.05% with an effective date of December 30, 2016 and expiration date of December 31, 2019. The notional value of this interest rate swap is $72 million. Due to the significant value of the terminated swaps which were transferred into this new swap, this interest rate swap is an undesignated hedge and changes in the fair value are recorded as Interest expense in the accompanying Condensed Consolidated Statements of Earnings.

On March 27, 2013, Remy also entered into a designated interest rate swap agreement for $72 million of the outstanding principal balance of its long term debt. Under the terms of the new interest rate swap agreement, Remy will swap a variable LIBOR rate with a floor of 1.25% to a fixed rate of 2.75% with an effective date of December 30, 2016 and expiration date of December 31, 2019. The notional value of this interest rate swap is $72 million. This interest rate swap has been designated as a cash flow hedging instrument. Accumulated unrealized net gains of $1 million were recorded in Accumulated other comprehensive income (loss) as of September 30, 2013, and there were none as of December 31, 2012. As of September 30, 2013, no gains are expected to be reclassified to the Condensed Consolidated Statement of Earnings within the next twelve months. Any ineffectiveness during the three and nine-month periods ended September 30, 2013 was immaterial.

The interest rate swaps reduce Remy's overall interest rate risk.

Commodity price risk

Remy production processes are dependent upon the supply of certain components whose raw materials are exposed to price fluctuations on the open market. The primary purpose of Remy's commodity price forward contract activity is to manage the

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volatility associated with forecasted purchases. Remy monitors commodity price risk exposures regularly to maximize the overall effectiveness of commodity forward contracts. The principal raw material hedged is copper. Forward contracts are used to mitigate commodity price risk associated with raw materials, generally related to purchases forecast for up to twenty-four months in the future. Additionally, Remy purchases certain commodities during the normal course of business which result in physical delivery and are excluded from hedge accounting.

Remy had twenty-nine commodity price hedge contracts outstanding at September 30, 2013, and thirty-six commodity price hedge contracts outstanding at December 31, 2012, with combined notional quantities of 5,423 and 6,566 metric tons of copper, respectively. These contracts mature within the next fifteen months and are designated as cash flow hedging instruments. Accumulated unrealized net losses of $3 million and $1 million, excluding the tax effect, were recorded in Accumulated other comprehensive earnings as of September 30, 2013, and December 31, 2012, respectively, related to these contracts. As of September 30, 2013, net losses related to these contracts of $3 million are expected to be reclassified to the accompanying Condensed Consolidated Statement of Earnings within the next 12 months. Hedging ineffectiveness during the three and nine-month periods ended September 30, 2013 was immaterial.

Other

Remy's derivative positions and any related material collateral under master netting agreements are presented on a net basis.

For derivatives designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness. Unrealized gains and losses associated with ineffective hedges, determined using the change in fair value method, are recognized in the accompanying Condensed Consolidated Statement of Earnings. Derivative gains and losses included in Accumulated other comprehensive earnings for effective hedges are reclassified into the accompanying Condensed Consolidated Statement of Earnings upon recognition of the hedged transaction.

Any derivative instrument designated initially, but no longer effective as a hedge, or initially not effective as a hedge, is recorded at fair value and the related gains and losses are recognized in the accompanying Condensed Consolidated Statement of Earnings. Remy's undesignated hedges are primarily Remy's interest rate swaps whose fair value at inception of the instrument due to the rollover of existing interest rate swaps resulted in ineffectiveness. All asset and liability derivatives are included in Prepaid expenses and other assets and Accounts payable and accrued liabilities, respectively, on the Condensed Consolidated Balance Sheets. The following table discloses the fair values of Remy's derivative instruments (in millions):



	September 30, 2013				December 31, 2012
	Asset Derivatives		Liability Derivatives		Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Commodity contracts	$	—	$	3	$	1	$	2
Foreign currency contracts	3		—		6		—
Interest rate swap contracts	1		—		—		—
Total derivatives designated as hedging instruments	$	4	$	3	$	7	$	2

Derivatives not designated as hedging instruments:
Interest rate swap contracts	$	—	$	1	$	—	$	2

Gains and losses on Remy's derivative instruments, which are reclassified from Accumulated other comprehensive earnings (AOCE) into earnings, are included in Cost of auto parts revenue for commodity and foreign currency contracts, and Interest expense for interest rate swap contracts on the accompanying Condensed Consolidated Statement of Earnings.

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The following table discloses the effect of Remy's derivative instruments for the three months ended September 30, 2013 (in millions):



	Amount of gain recognized in AOCE (effective portion)		Amount of gain (loss) reclassified from AOCE into income (effective portion)			Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)		Amount of gain recognized in income
Derivatives designated as cash flow hedging instruments:
Commodity contracts	$	3	$	(2	)	$	—	$	—
Foreign currency contracts	3		1			—		—
Interest rate swap contracts	—		—			—		—
Total derivatives designated as hedging instruments	$	6	$	(1	)	$	—	$	—

Derivatives not designated as hedging instruments:
Interest rate swap contracts	$	—	$	—		$	—	$	—

The following table discloses the effect of Remy's derivative instruments for the nine months ended September 30, 2013 (in millions):



	Amount of gain (loss) recognized in AOCE (effective portion)			Amount of gain (loss) reclassified from AOCE into income (effective portion)			Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)		Amount of gain recognized in income
Derivatives designated as cash flow hedging instruments:
Commodity contracts	$	(5	)	$	(3	)	$	—	$	—
Foreign currency contracts	2			5			—		—
Interest rate swap contracts	1			—			—		—
Total derivatives designated as hedging instruments	$	(2	)	$	2		$	—	$	—

Derivatives not designated as hedging instruments:
Interest rate swap contracts	$	—		$	—		$	—	$	1

The following table discloses the effect of Remy's derivative instruments for the three and nine months ended September 30, 2012 (in millions):



	Amount of gain (loss) recognized in AOCE (effective portion)		Amount of gain (loss) reclassified from AOCE into income (effective portion)			Amount of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)		Amount of gain recognized in income
Derivatives designated as cash flow hedging instruments:
Commodity contracts	$	1	$	(1	)	$	—	$	—
Foreign currency contracts	4		—			—		—
Interest rate swap contracts	—		—			—		—
Total derivatives designated as hedging instruments	$	5	$	(1	)	$	—	$	—

Derivatives not designated as hedging instruments:
Interest rate swap contracts	$	—	$	—		$	—	$	—

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Note E —Notes Payable

Notes payable consists of the following:



	September 30, 2013		December 31, 2012
	(In millions)
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022	$	398	$	398
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018	284		282
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017	300		300
Revolving Credit Facility, unsecured, unused portion of $800 at September 30, 2013, due July 2018 with interest payable monthly at LIBOR + 1.45% (1.63% at September 30, 2013)	—		—
Remy Term B Loan, interest payable quarterly at LIBOR (floor of 1.75%) + 4.50%, due December 2016	—		259
Remy Amended and Restated Term B Loan, interest payable quarterly at LIBOR (floor of 1.25%) + 3.00% (4.25% at September 30, 2013), due March 2020	267		—
Remy Revolving Credit Facility, unused portion of $70 at September 30, 2013, due September 2018 with interest payable monthly at base rate 3.25% + base rate margin .50% (3.75% at September 30, 2013)	—		—
Restaurant Group Term Loan, interest payable monthly at LIBOR + 3.75% (3.93% at September 30, 2013), due May 2017	67		72
Restaurant Group Revolving Credit Facility, unused portion of $51 at September 30, 2013, due May 2017 with interest payable monthly at base rate 3.25% + base rate margin 2.75% (6.00% at September 30, 2013)	10		—
Other	22		33
	$	1,348	$	1,344

At September 30, 2013, the estimated fair value of our long-term debt was approximately $1,525 million or $177 million higher than its carrying value. The fair value of our long-term debt at December 31, 2012 was approximately $1,504 million or $160 million higher than its estimated carrying value. The fair value of our unsecured notes payable was $1,156 million as of September 30, 2013. The fair values of our unsecured notes payable are based on established market prices for the securities on September 30, 2013 and are considered Level 2 financial liabilities. The fair value of our Remy Term Loan was $269 million, based on established market prices for the securities on September 30, 2013 and is considered a Level 2 financial liability. The fair value of our Restaurant Group Term Loan was $67 million, based on established market prices for the securities on September 30, 2013 and is considered a Level 2 financial liability.

On October 24, 2013, we entered into a bridge loan commitment letter (the “Bridge Loan Commitment Letter”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. (“Bank of America”), J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. The Bridge Loan Commitment Letter provides for up to an $800 million short-term loan facility (the “Bridge Facility”). The proceeds of the loans under the Bridge Facility will be used to fund, in part, the cash consideration for the acquisition of LPS and pay certain costs, fees and expenses in connection with the LPS merger. Pursuant to the Bridge Loan Commitment Letter, we will execute a promissory note in favor of the Bridge Facility lenders on the closing date of the Merger that will evidence the terms of the Bridge Facility. The Bridge Facility will mature on the second business day following the funding thereof and will require no scheduled amortization payments. Borrowings under the Bridge Facility will bear interest at a rate equal to the highest of (i) the Bank of America prime rate, (ii) the federal fund effective rate from time to time plus 0.5% and (iii) the one month adjusted London interbank offered rate ("LIBOR") plus 1.0%. Other than as set forth in this paragraph, the terms of the Bridge Facility will be substantially the same as the terms of the Amended Term Loan Agreement discussed below.

Also on October 24, 2013, we entered into amendments to amend (i) our existing $800 million third amended and restated credit agreement (the “Existing Revolving Credit Agreement”), dated as of June 25, 2013, with Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (the “Amended Revolving Credit Agreement”) and (ii) our existing delayed-draw term loan credit agreement, dated as of July 11, 2013, with Bank of America, as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (the “Amended Term Loan Agreement”). Among other changes, the Amended Revolving Credit Agreement and Amended Term Loan Agreement amend

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the Existing Revolving Credit Agreement and Existing Term Loan Agreement, respectively, to permit us to incur the indebtedness in respect of the Bridge Facility and incorporate other technical changes to describe the structure of the LPS merger.

On July 11, 2013, we entered into a term loan credit agreement with Bank of America, N.A., as administrative agent (in such capacity, the “TL Administrative Agent”), the lenders party thereto and the other agents party thereto (the “Term Loan Agreement”). The Term Loan Agreement permits us to borrow up to $1.1 billion to fund the acquisition of LPS. The term loans under the Term Loan Agreement mature on the date that is five years from the funding date of the term loans under the Term Loan Agreement. Term loans under the Term Loan Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) 0.5% in excess of the federal funds rate, (b) the TL Administrative Agent’s “prime rate”, or (c) the sum of 1.0% plus one-month LIBOR) plus a margin of between 50 basis points and 100 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 150 basis points and 200 basis points depending on the senior unsecured long-term debt ratings of FNF. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for revolving loans subject to LIBOR is 175 basis points over LIBOR. In addition, we will pay an unused commitment fee of 25 basis points on the entire term loan facility until the earlier of the termination of the term loan commitments or the funding of the term loans. Under the Term Loan Agreement, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Term Loan Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding term loans may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Term Loan Agreement shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate. Under the Term Loan Agreement the financial covenants are the same as under the Restated Credit Agreement.

On June 25, 2013, we entered into an agreement to amend and restate our existing $800 million second amended and restated credit agreement (the “Existing Credit Agreement”), dated as of April 16, 2012 with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto (the “Restated Credit Agreement”). Among other changes, the Restated Credit Agreement amends the Existing Credit Agreement to permit us to make a borrowing under the Restated Credit Agreement to finance a portion of the acquisition of LPS on a “limited conditionality” basis, incorporates other technical changes to permit us to enter into the Acquisition and extends the maturity of the Existing Credit Agreement. The lenders under the Existing Credit Agreement have agreed to extend the maturity date of their commitments under the credit facility from April 16, 2016 to July 15, 2018 under the Restated Credit Agreement. Revolving loans under the credit facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent's “prime rate”, or (c) the sum of one percent plus one-month LIBOR) plus a margin of between 32.5 and 60 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 132.5 and 160 basis points depending on the senior unsecured long-term debt ratings of FNF. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for revolving loans subject to LIBOR is 145 basis points. In addition, we will pay an unused commitment fee of between 17.5 and 40 basis points on the entire facility, also depending on our senior unsecured long-term debt ratings. Under the Restated Credit Agreement, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Restated Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Restated Credit Agreement shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. Under the Restated Credit Agreement the financial covenants remain essentially the same as under the Existing Credit Agreement, except that the total debt to total capitalization ratio limit of 35% will increase to 37.5% for a period of one year after the closing of the LPS acquisition and the net worth test was reset.

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and is paid monthly. The Remy Credit Facility First Amendment maintains the current maximum availability at $95 million, which may be increased, under certain circumstances, by $20 million, though the actual amount that may be borrowed is based on the amount of collateral. The Remy Credit Facility is secured by substantially all domestic accounts receivable and inventory held by Remy. Remy will incur an unused commitment fee of 0.375% on the unused amount of commitments under the Remy Credit Facility First Amendment. At September 30, 2013, the Remy Credit Facility balance was zero. Based upon the collateral supporting the Remy Credit Facility, the amount borrowed, and the outstanding letters of credit of $3 million, there was additional availability for borrowing of $70 million on September 30, 2013. The Remy Credit Facility contains various restrictive covenants, which include, among other things: (i) a maximum leverage ratio, decreasing over the term of the facility; (ii) a minimum interest coverage ratio, increasing over the term of the facility; (iii) mandatory prepayments upon certain asset sales and debt issuances; (iv) requirements for minimum liquidity; and (v) limitations on the payment of dividends in excess of a specified amount.

On March 5, 2013, Remy entered into a $300 million Amended and Restated Term B Loan Credit Agreement ("Term B Amendment") to refinance the existing $287 million Term B Loan, extend the maturity from December 17, 2016 to March 5, 2020, and reduce the interest rate. The Term B Amendment now bears interest at LIBOR (subject to a floor of 1.25%) plus 3% per year, with an original issue discount of approximately $1 million. The Term B Amendment also contains an option to increase the borrowing provided certain conditions are satisfied, including maintaining a maximum leverage ratio. The Term B Amendment is secured by a first priority lien on the stock of Remy's subsidiaries and substantially all domestic assets other than accounts receivable and inventory pledged to the Remy Credit Facility. Principal payments in the amount of approximately $1 million are due at the end of each calendar quarter with termination and final payment no later than March 5, 2020. The Term B Amendment also includes covenants and events of default customary for a facility of this type, including a cross-default provision under which the lenders may declare the loan in default if Remy (i) fails to make a payment when due under any debt having a principal amount greater than $5 million or (ii) breaches any other covenant in any such debt as a result of which the holders of such debt are permitted to accelerate its maturity. Remy is in compliance with all covenants as of September 30, 2013. The Term B Loan is subject to an excess cash calculation which may require the payment of additional principal on an annual basis. At September 30, 2013, the average borrowing rate, including the impact of the interest rate swaps, was 4.25%.



Gross principal maturities of notes payable at September 30, 2013 are as follows (in millions):
2013	$	11
2014	13
2015	13
2016	13
2017	351
Thereafter	965
	$	1,366

Note F — Commitments and Contingencies

Legal and Regulatory Contingencies

In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our title operations, some of which include claims for punitive or exemplary damages. This customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. Additionally, like other insurance companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our insurance operations. We believe that no actions, other than the matter discussed below, depart from customary litigation incidental to our insurance business.

Remy is a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to commercial transactions, product liability, safety, health, taxes, environmental, intellectual property and other matters.

Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns.

We review lawsuits and other legal and regulatory matters (collectively “legal proceedings”) on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. None of the amounts we have currently recorded are considered to be individually or in the aggregate material to our financial condition. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.

Two class action complaints titled Chultem v. Ticor Title Insurance Co., Chicago Title and Trust, Co., and Fidelity National Financial, Inc. and Colella v. Chicago Title Insurance Co. and Chicago Title and Trust Co. are pending in the Illinois state court against Chicago Title Insurance Company (“Chicago”), Ticor Title Insurance Company (“Ticor”), Chicago Title and Trust Company, and Fidelity National Financial, Inc., their parent, (collectively “the Companies”). The Plaintiffs represent certified classes of all borrowers and sellers of residential real estate in Illinois who paid a premium for title insurance to Chicago and Ticor which was split with attorney agents for services which were performed in issuing the policies. The complaint alleges the Companies violated the Real Estate Settlement Procedures Act (RESPA) and by doing so violated the Illinois Title Insurance Act and the Illinois Consumer Fraud Act. The suit seeks compensatory damages in the amount of the premium split paid to the attorney agents, interest, punitive damages, a permanent injunction, attorney's fees and costs. Class certification was denied on May 26, 2009, but the plaintiffs appealed. The Court of Appeal reversed and the case was remanded to the trial court for certification and subsequent proceedings. Although such premium splits with attorney agents are expressly permitted by RESPA, Plaintiffs alleged in the trial court that HUD took the position in a statement issued in 1996 in Florida that providing “pro forma commitments” to attorney agents that could be signed to create a policy without further examination would permit an agent to issue a policy without performing actual services, thus the agent would be paid only for referral of the business violating RESPA. Plaintiffs argued RESPA must be interpreted in accordance with the Florida statement, that Chicago and Ticor provided their attorney agents with “pro forma commitments”, and Chicago Title and Trust Company and Fidelity National Financial, Inc. are vicariously liable. Contrary to Federal precedent, on March 1, 2013 the trial court agreed with Plaintiffs and ruled RESPA must be interpreted in accordance with HUD's Florida statement, but that a trial is necessary to determine if Chicago and Ticor provided “pro forma commitments”. A trial was held September 3, 2013 through September 13, 2013 to try “liability issues". There was a post-trial briefing for class decertification on October 17, 2013, followed by a hearing on October 22, 2013. At the October 22, 2013 hearing the court denied our motion for decertification. There is post-trial briefing on the merits issues in early November 2013 with a hearing set for November 18, 2013. We intend to vigorously defend this action. As the case continues to evolve it is not possible to reasonably estimate the probability that we will be ultimately held liable, or reasonably estimate the ultimate loss, if any, or range of loss that could result from the case.

From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which may require us to pay fines or claims or take other actions.

Note G — Dividends

On October 23, 2013, our Board of Directors declared cash dividends of $0.18 per share, payable on December 30, 2013, to shareholders of record as of December 16, 2013.

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Note H — Segment Information

Summarized financial information concerning our reportable segments is presented in the following tables. As a result of combining O'Charley's with our investment in ABRH, which increased our ownership of ABRH to 55%, we have consolidated the operations of ABRH, including the O'Charley's group of companies, and added the restaurant group reporting segment. Restaurant group results include the results of operations of O'Charley's beginning April 9, 2012, ABRH beginning May 11, 2012, and J. Alexander's beginning September 26, 2012. As a result of our increase in ownership of Remy to 51%, we have consolidated the operations of Remy and added the Remy reporting segment. Remy results include the results of operations of Remy beginning August 14, 2012. Prior period segment information has been restated to conform to the current segment presentation.

As of and for the three months ended September 30, 2013:



	Fidelity
	National				Restaurant		Corporate
	Title Group		Remy		Group		and Other			Total
	(In millions)
Title premiums	$	1,102	$	—	$	—	$	—		$	1,102
Other revenues	405		—		—		32			437
Auto parts revenues	—		266		—		—			266
Restaurant revenues	—		—		336		—			336
Revenues from external customers	1,507		266		336		32			2,141
Interest and investment income, including net realized gains and losses	32		—		2		(1		)	33
Total revenues	1,539		266		338		31			2,174
Depreciation and amortization	16		1		13		6			36
Interest expense	—		6		2		19			27
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	221		4		—		(57		)	168
Income tax expense (benefit)	79		1		—		(26		)	54
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	142		3		—		(31		)	114
Equity in earnings (loss) of unconsolidated affiliates	1		—		—		(15		)	(14		)
Earnings (loss) from continuing operations	$	143	$	3	$	—	$	(46	)	$	100
Assets	$	7,015	$	1,241	$	597	$	1,224		$	10,077
Goodwill	1,449		248		118		79			1,894

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As of and for the three months ended September 30, 2012:



	Fidelity
	National				Restaurant			Corporate
	Title Group		Remy		Group			and Other			Total
	(In millions)
Title premiums	$	1,005	$	—	$	—		$	—		$	1,005
Other revenues	413		—		—			15			428
Auto parts revenues	—		143		—			—			143
Restaurant revenues	—		—		298			—			298
Revenues from external customers	1,418		143		298			15			1,874
Interest and investment income, including realized gains and losses	34		79		50			(4		)	159
Total revenues	1,452		222		348			11			2,033
Depreciation and amortization	17		—		11			—			28
Interest expense	—		4		1			14			19
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	209		80		43			(31		)	301
Income tax expense (benefit)	75		7		(3		)	(9		)	70
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	134		73		46			(22		)	231
Equity in earnings (loss) of unconsolidated affiliates	1		6		—			(2		)	5
Earnings (loss) from continuing operations	$	135	$	79	$	46		$	(24	)	$	236
Assets	$	6,958	$	1,226	$	616		$	936		$	9,736
Goodwill	1,449		287		133			18			1,887

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

As of and for the nine months ended September 30, 2013:



	Fidelity
	National					Restaurant			Corporate
	Title Group		Remy			Group			and Other			Total
	(In millions)
Title premiums	$	3,156	$	—		$	—		$	—		$	3,156
Other revenues	1,266		—			—			95			1,361
Auto parts revenues	—		834			—			—			834
Restaurant revenues	—		—			1,037			—			1,037
Revenues from external customers	4,422		834			1,037			95			6,388
Interest and investment income, including realized gains and losses	107		(3		)	—			2			106
Total revenues	4,529		831			1,037			97			6,494
Depreciation and amortization	49		3			40			12			104
Interest expense	—		16			6			49			71
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	662		7			5			(146		)	528
Income tax expense (benefit)	238		2			(1		)	(67		)	172
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	424		5			6			(79		)	356
Equity in earnings (loss) of unconsolidated affiliates	4		—			—			(24		)	(20		)
Earnings (loss) from continuing operations	$	428	$	5		$	6		$	(103	)	$	336
Assets	$	7,015	$	1,241		$	597		$	1,224		$	10,077
Goodwill	1,449		248			118			79			1,894

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As of and for the nine months ended September 30, 2012:



	Fidelity
	National				Restaurant		Corporate
	Title Group		Remy		Group		and Other			Total
	(In millions)
Title premiums	$	2,716	$	—	$	—	$	—		$	2,716
Other revenues	1,184		—		—		44			1,228
Auto parts revenues	—		143		—		—			143
Restaurant revenues	—		—		551		—			551
Revenues from external customers	3,900		143		551		44			4,638
Interest and investment income, including realized gains and losses	109		79		121		(7		)	302
Total revenues	4,009		222		672		37			4,940
Depreciation and amortization	49		—		20		2			71
Interest expense	—		4		2		44			50
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of unconsolidated affiliates	526		80		106		(89		)	623
Income tax expense (benefit)	191		7		20		(30		)	188
Earnings (loss) from continuing operations before equity in earnings (loss) of unconsolidated affiliates	335		73		86		(59		)	435
Equity in earnings (loss) of unconsolidated affiliates	3		18		2		(10		)	13
Earnings (loss) from continuing operations	$	338	$	91	$	88	$	(69	)	$	448
Assets	$	6,958	$	1,226	$	616	$	936		$	9,736
Goodwill	1,449		287		133		18			1,887

The activities of the reportable segments include the following:

Fidelity National Title Group

This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title related services including collection and trust activities, trustee’s sales guarantees, recordings and reconveyances, and home warranty insurance.

Remy

This segment consists of the operations of Remy, a publicly traded company on the NASDAQ stock exchange, in which we have a 51% ownership interest. Remy is a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.

Restaurant Group

The Restaurant Group segment consists of the operations of ABRH, in which we have a 55% ownership interest and the operations of J. Alexander's in which we have an 87% ownership interest. ABRH is the owner and operator of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, and Bakers Square concepts. ABRH also franchises O'Charley's, Max and Erma's and Village Inn concepts. J. Alexander's is the owner and operator of the J. Alexander's and Stoney River Legendary Steaks concepts.

Corporate and Other

The corporate and other segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, our employee benefits agency, Digital Insurance, other smaller operations, and our share in the operations of certain equity investments, including Ceridian.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: changes in general economic, business and political conditions, including changes in the financial markets; continued 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 our main source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K for the year ended December 31, 2012 and other filings with the Securities and Exchange Commission.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

Overview

We are a leading provider of title insurance, mortgage services and other diversified services. FNF is the nation's largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title - that collectively issue more title insurance policies than any other title company in the United States. We also hold a 55% ownership interest in American Blue Ribbon Holdings ("ABRH"), the owner and operator of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn and Bakers Square restaurant concepts. ABRH also franchises O'Charley's, Max and Erma's and Village Inn concepts. We also have an 87% ownership interest in J. Alexander's Holdings, LLC ("J. Alexander's"), an upscale dining restaurant owner and operator of the J. Alexander's and Stoney River Legendary Steaks ("Stoney River") concepts. In addition, we hold a 51% ownership interest in Remy International, Inc. ("Remy"), a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles. FNF also owns a minority interest in Ceridian Corporation ("Ceridian"), a leading provider of global human capital management and payment solutions.

We currently have four reporting segments as follows:


•	Fidelity National Title Group. This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title related services including collection and trust activities, trustee’s sales guarantees, recordings and reconveyances, and home warranty insurance.


•	Remy. This segment consists of the operations of Remy, a publicly traded company on the NASDAQ stock exchange, in which we have a 51% ownership interest. Remy is a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles.

•

Restaurant Group. The Restaurant Group segment consists of the operations of ABRH, in which we have a 55% ownership interest and the operations of J. Alexander's in which we have an 87% ownership interest. ABRH is the owner and operator of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, and Bakers Square concepts. ABRH also franchises O'Charley's, Max and Erma's and Village Inn concepts. J. Alexander's is the owner and operator of the J. Alexander's and Stoney River Legendary Steaks concepts.


•	Corporate and Other. The corporate and other segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, our employee benefits agency, Digital Insurance, other smaller operations, and our share in the operations of certain equity investments, including Ceridian.

Recent Developments

On October 24, 2013, we offered 17,250,000 shares of our common stock at an offering price of $26.75 per share, pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. We have also granted the underwriters a 30-day option to purchase 2,587,500 additional shares at the offering price, which was subsequently exercised in full. A total of 19,837,500 shares were issued on October 30, 2013, for net proceeds of approximately $510 million. The net proceeds from this offering will be used to pay a portion of the cash consideration for the previously announced merger with Lender

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Processing Services, Inc. ("LPS"). If we do not consummate the merger, the net proceeds will be used for general corporate purposes, which may include the repurchase of shares of our common stock.

On December 31, 2012, we acquired Digital Insurance, Inc. ("Digital Insurance"). Total consideration paid was $98 million in cash, net of cash acquired of $3 million. We have consolidated the operations of Digital Insurance as of December 31, 2012. Digital Insurance is the nation's leading employee benefits platform specializing in health insurance distribution and benefits management for small and mid-sized businesses.

On April 9, 2012, we successfully closed a tender offer for the outstanding common stock of O'Charley's Inc. ("O'Charley's"). We have consolidated the results of O'Charley's as of April 9, 2012. On May 11, 2012, we merged O'Charley's with our investment in ABRH resulting in an increase in our ownership position in ABRH from 45% to 55%. Total consideration paid was $122 million in cash, net of cash acquired of $35 million. Our investment in ABRH, prior to the merger was $37 million and was included in Investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheet. Our investment in O'Charley's prior to the tender offer of $14 million was included in Equity securities available for sale on the Condensed Consolidated Balance Sheet. We have consolidated the operations of ABRH with the O'Charley's group of companies, beginning on May 11, 2012. A realized gain of $66 million, which is included in Realized gains and losses on the Condensed Consolidated Statement of Earnings, was recognized in nine months ending September 30, 2012 for the difference between our basis in our equity method investment of ABRH prior to consolidation and the fair value of our investment in ABRH at the date of consolidation. In regards to O'Charley's, we recognized a realized gain of $7 million in the nine months ending September 30, 2012, respectively. The gain results from the difference in the basis of our holdings in O'Charley's common stock prior to consolidation and the fair value of O'Charley's common stock at the date of consolidation. As a result of the final valuation, we recognized and measured the identifiable assets acquired and liabilities assumed from the O'Charley's purchase at fair value. Upon completion of the fair value process, the net assets of O'Charley's received by FNF exceeded the purchase price resulting in a bargain purchase gain of $48 million, which is included in Realized gains and losses on the Consolidated Statement of Earnings for 2012. The bargain purchase gain was due to the release of a valuation allowance on O'Charley's net deferred tax assets. O'Charley's previously had recorded a valuation allowance on the deferred tax assets, due to its history of net losses and the low probability of being able to utilize these assets. We also recorded an $11 million increase to our Additional paid-in capital during 2012, related to the fair value of the non-controlling interest portion of our ownership in O'Charley's.

Discontinued Operations

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$28 million for the nine months ending September 30, 2013 and 2012, respectively. Pre-tax (loss) earnings included in discontinued operations are $(1) million for the three and nine months ending September 30, 2013 and 2012, and $(3) million and $7 million for the nine months ending September 30, 2013 and 2012, respectively.

Transactions with Related Parties

Our financial statements reflect related party transactions with Fidelity National Information Services, Inc. ("FIS"), which is a related party. See Note A of the Notes to Condensed Consolidated Financial Statements for further details on our transactions with related parties.

Business Trends and Conditions

Fidelity National Title Group

Title insurance revenue is closely related to the level of real estate activity which includes sales, mortgage financing and mortgage refinancing. The levels of real estate activity are primarily affected by the average price of real estate sales, the availability of funds to finance purchases, mortgage interest rates and the strength of the United States economy, including employment levels. Declines in the level of real estate activity or the average price of real estate sales will adversely affect our title insurance revenues.

Since December 2008, the Federal Reserve has held the federal funds rate at 0.0%-0.25%, and has indicated that rates will stay at this level at least through 2014. Mortgage interest rates were at historically low levels throughout 2012. During the first nine months of 2013, however, we have seen interest rates rise; and in September, interest rates reached their highest levels since 2011.

As of October 29, 2013, the Mortgage Banker's Association ("MBA") estimated the size of the U.S. mortgage originations market as shown in the following table for 2012 - 2015 in their "Mortgage Finance Forecast". (In trillions)



	2015		2014		2013		2012
Purchase transactions	$	0.8	$	0.7	$	0.7	$	0.6
Refinance transactions	0.4		0.5		1.0		1.4
Total U.S. mortgage originations	$	1.2	$	1.2	$	1.7	$	2.0

As shown above, the originations in 2012 - 2013 were driven primarily by refinance transactions, which coincides with the historically low interest rates experienced during those years. In 2014, the MBA predicts a 29% decrease in the total market, primarily due to a 50% decrease in refinance transactions in 2014.

Several pieces of legislation were enacted to address the struggling mortgage market and the current economic and financial environment. On October 24, 2011, the Federal Housing Finance Agency ("FHFA") announced a series of changes to the Home Affordable Refinance Program ("HARP") that would make it easier for certain borrowers who owe more than their home is worth and who are current on their mortgage payments to refinance their mortgages at lower interest rates. The program reduces or eliminates the risk-based fees Fannie Mae and Freddie Mac charge on many loans, raises the loan-to-home value ratio requirement for refinancing, and streamlines the underwriting process. According to the Federal Housing Authority ("FHA"), lenders began taking refinancing applications on December 1, 2011 under the modified HARP. We believe that the modified HARP program had a positive impact on the volume of our refinance orders during 2012. On April 11, 2013, the FHFA announced that the modified HARP program had been extended through December 2015. We believe the modified HARP program has had a positive effect on our results during 2013, but are uncertain to what degree the program may impact our results in the future.

On February 1, 2012, the Obama Administration announced new initiatives designed to increase refinancing of mortgages, reduce foreclosures and improve the housing market. Under these initiatives, among other things: (i) certain borrowers with loans insured by Fannie Mae or Freddie Mac ("GSEs" and such loans, "GSE loans") and certain borrowers with non-GSE loans, through a new FHA program, would be able to refinance their mortgages and take advantage of the currently low interest rates; (ii) the FHA will begin transitioning foreclosed properties in the nation's hardest-hit cities into rental housing units; (iii) GSEs and major banks have begun offering one year of forbearance (up from three months) to certain unemployed borrowers; and (iv) the Home

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Affordable Modification Program ("HAMP") was extended through 2013, including easing the eligibility requirements and increasing the financial incentives for banks to participate. In May 2013, HAMP was extended to 2015. As indicated, the Obama Administration has already begun implementing these initiatives, except for the refinancing initiatives. Although GSE loans today are eligible for HARP refinancing, the GSEs have not initiated the new refinancing program. which would streamline financing for GSE loans. The Obama Administration is looking to Congress to pass legislation to implement a refinancing program for non-GSE loans. We are uncertain to what degree these initiatives may affect our results in the future.

During 2010, a number of lenders imposed freezes on foreclosures in some or all states as they reviewed their foreclosure practices. In response to these freezes, the Office of the Comptroller of the Currency ("OCC") reviewed the foreclosure practices in the residential mortgage loan servicing industry. On April 13, 2011, the OCC and other federal regulators announced formal consent orders against several national bank mortgage servicers and third-party servicer providers for inappropriate practices related to residential mortgage loan servicing and foreclosure processing. The consent orders require the servicers to promptly correct deficiencies and make improvements in practices for residential mortgage loan servicing and foreclosure processing, including improvements to future communications with borrowers and a comprehensive "look back" to assess whether foreclosures complied with federal and state laws and whether any deficiencies in the process or related documentation resulted in financial injury to borrowers. We are not involved in these enforcement actions and we do not believe that we are exposed to significant losses resulting from faulty foreclosure practices. Our title insurance underwriters issue title policies on real estate owned properties to new purchasers and lenders to those purchasers. We believe that these policies will not result in significant additional claims exposure to us because even if a court sets aside a foreclosure due to a defect in documentation, the foreclosing lender would be required to return to our insureds all funds obtained from them, resulting in reduced exposure under the title insurance policy. Further, we believe that under current law and the rights we have under our policies, we would have the right to seek recovery from the foreclosing lender in the event of a failure to comply with state laws or local practices in connection with a foreclosure. Many states continue to evaluate foreclosure practices and related legislation may change in the future. The consent orders imposed by the federal regulators have continued to delay lender foreclosure completions. In January 2013, ten large mortgage servicers concluded the reviews required by the 2011 consent orders and agreed to monetary settlements. In April 2013, these mortgage servicers began making restitution under these settlements.

On February 9, 2012, federal officials, state attorneys general and representatives of Bank of America, JP Morgan Chase, Wells Fargo, Citigroup and Ally Financial agreed to a $25 billion settlement of federal and state investigations into the foreclosure practices of banks and other mortgage servicers from September 2008 to December 2011. Under the settlement, approximately 1,000,000 underwater borrowers will have their mortgages reduced by lenders and 300,000 homeowners will be able to refinance their homes at lower interest rates. We are uncertain to what degree these initiatives have affected our results or may affect our results in the future.

In addition to state-level regulation, segments of our title insurance business are subject to regulation by federal agencies, including the Consumer Financial Protection Bureau (“CFPB”). The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 established the CFPB, and in January 2012, President Obama appointed its first director. The CFPB has been given broad authority to regulate, among other areas, the mortgage and real estate markets in matters pertaining to consumers. This authority includes the enforcement of the Real Estate Settlement Procedures Act formerly placed with the Department of Housing and Urban Development. On July 9, 2012, the CFPB introduced a number of proposed rules related to the enforcement of the Real Estate Settlement Procedures Act and the Truth in Lending Act, including, among others, measures designed to (i) simplify financing documentation and (ii) require lenders to deliver to consumers a statement of final financing charges (and the related annual percentage rate) at least three business days prior to the closing. A final version of these rules is expected to be published in late 2013. We cannot be certain what impact, if any, the final rules, or the CFPB generally, will have on our title insurance business.

Historically, real estate transactions have produced seasonal revenue levels for title insurers. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The third calendar quarter has been typically the strongest in terms of revenue primarily due to a higher volume of home sales in the summer months and the fourth quarter is usually also strong due to commercial entities desiring to complete transactions by year-end. We have noted short term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates and the implementation and subsequent expiration of government programs designed to stimulate the real estate market. In 2013, we have seen seasonality trends return to historical patterns. During 2012 and 2013, we experienced an increase in existing home sales to the highest volume levels since 2007. We have also seen a decline in total housing inventory to the lowest levels since 2005.

Because commercial real estate transactions tend to be driven more by supply and demand for commercial space and occupancy rates in a particular area rather than by macroeconomic events, we believe that our commercial real estate title insurance business is less dependent on the industry cycles discussed above than our residential real estate title business. In 2012 and through the first nine months of 2013, we have experienced an increase in fee per file of commercial transactions from the previous years, which indicates an improvement in commercial markets.

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Remy

Remy manufactures and sells auto parts, principally starter motors and alternators, as well as hybrid electric motors, for sale to original equipment manufacturers (OEM) and aftermarket customers. Remy manufactures products for automobiles as well as light and heavy duty commercial vehicles. The OEM market for auto parts is dependent on levels of new vehicle production, which in turn, is affected by the overall economy, consumer confidence, discounts and incentives offered by automakers and the availability of funds to finance purchases.

In its aftermarket operations, Remy's results are affected by the strength of the economy and by gas prices, but do not follow the same cycles as original equipment market sales. In a weaker economy, drivers tend to keep their vehicles and repair them rather than buying new vehicles. Lower gas prices have historically tended to result in more miles driven, which increases the frequency with which auto repairs are needed. Nevertheless, a weak economy also may reduce miles driven. Over the long term, improvements in the durability of original equipment and aftermarket parts has reduced, and is expected to further reduce, the number of units sold in the aftermarket. Aftermarket revenues are also affected by other factors, including severe weather (which tends to lead to increased sales) and competitive pressures. Many parts retailers and warehouse distributors purchase starters and alternators from only one or two suppliers, under contracts that run for five years or less. Pressure from customers to reduce prices is characteristic of the automotive supply industry. Remy has and is currently in the process of negotiating several customer agreements which are anticipated to be finalized during the fourth quarter of 2013. Due to the competitive nature of the business, the revised terms with customers are expected to impact Remy's ongoing profitability. Remy has taken and expects to continue to take steps to improve operating efficiencies and minimize or resist price reductions.

Restaurant Group

The restaurant industry is highly competitive and is often affected by changes in consumer tastes and discretionary spending patterns; changes in general economic conditions; public safety conditions or concerns; demographic trends; weather conditions; the cost of food products, labor, energy and other operating costs; and governmental regulations. The restaurant industry is also characterized by high capital investments for new restaurants and relatively high fixed or semi-variable restaurant operating expenses. Because of the high fixed and semi-variable expenses, changes in sales in existing restaurants are generally expected to significantly affect restaurant profitability because many restaurant costs and expenses are not expected to change at the same rate as sales. Restaurant profitability can also be negatively affected by inflationary and regulatory increases in operating costs and other factors. The most significant commodities that may affect our cost of food and beverage are beef, seafood, poultry, and dairy, which have accounted for almost 46 percent of our overall cost of food and beverage in the past. Generally, temporary increases in these costs are not passed on to guests; however, in the past, we have adjusted menu prices to compensate for increased costs of a more permanent nature.

Average weekly sales per restaurant are typically higher in the first and fourth quarters than in other quarters, and we typically generate a disproportionate share of our earnings from operations in the first and fourth quarters. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.

In 2010, the Patient Protection and Affordable Care Act ("Affordable Care Act") was passed and was to become effective in 2014. In July 2013, compliance with the employer mandate and certain reporting requirements under the Affordable Care Act were delayed until January 1, 2015. We are continuing to assess the impact of the Affordable Care Act on our health care benefit costs. The imposition of any requirement that we provide health insurance benefits to employees that are more extensive than the health insurance benefits we currently provide, or the imposition of additional employer paid employment taxes on income earned by our employees, could have an adverse effect on our results of operations in the future. The Affordable Care Act is likely to similarly affect the restaurant industry in general. Additionally, our Restaurant Group and suppliers may also be affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied to us.

Our results of operations in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.

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Results of Operations



Consolidated Results of Operations
Net Earnings. The following table presents certain financial data for the periods indicated:
	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(Dollars in millions)
Revenues:
Direct title insurance premiums	$	472		$	436	$	1,377		$	1,215
Agency title insurance premiums	630			569		1,779			1,501
Escrow, title-related and other fees	437			428		1,361			1,228
Auto parts revenue	266			143		834			143
Restaurant revenue	336			298		1,037			551
Interest and investment income	29			36		99			109
Realized gains and losses, net	4			123		7			193
Total revenues	2,174			2,033		6,494			4,940
Expenses:
Personnel costs	540			470		1,605			1,322
Agent commissions	482			432		1,352			1,144
Other operating expenses	329			331		1,020			932
Cost of auto parts revenue, includes $19 and $55 of depreciation and amortization in the three and nine months ended September 30, 2013, respectively, and $6 in the three and nine months ended September 30, 2012	223			125		704			125
Cost of restaurant revenue	292			258		889			473
Depreciation and amortization	36			28		104			71
Provision for title claim losses	77			69		221			200
Interest expense	27			19		71			50
Total expenses	2,006			1,732		5,966			4,317
Earnings from continuing operations before income taxes and equity in (losses) earnings of unconsolidated affiliates	168			301		528			623
Income tax expense	54			70		172			188
Equity in (losses) earnings of unconsolidated affiliates	(14		)	5		(20		)	13
Net earnings from continuing operations	$	100		$	236	$	336		$	448
Orders opened by direct title operations	474,000			707,000		1,789,000			2,025,000
Orders closed by direct title operations	410,000			480,000		1,401,000			1,349,000

Revenues.

Total revenues increased $141 million in the three months ended September 30, 2013, compared to the 2012 period. The increase consisted of increases of $87 million in the Fidelity National Title Group segment, a $44 million increase in the Remy segment, and a $20 million increase in the Corporate and Other segment, offset by a decrease of $10 million from the Restaurant Group segment. Total revenues increased $1,554 million in the nine months ended September 30, 2013, compared to the 2012 period. The increase consisted of increases of $520 million in the Fidelity National Title Group segment, $365 million in the Restaurant Group segment, $609 million in the Remy segment and $60 million in the Corporate and Other segment.

Restaurant revenue includes the consolidated results of operations of ABRH and J. Alexander's. Auto parts revenue includes the consolidated results of operations of Remy.

The change in revenue from operations is discussed in further detail at the segment level below.

Interest and investment income levels are primarily a function of securities markets, interest rates and the amount of cash available for investment. Interest and investment income decreased $7 million in the three months ended September 30, 2013

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compared to the 2012 period, and decreased $10 million in the nine months ended September 30, 2013 compared to the 2012 period. The decreases in both periods are a direct result of decreases in bond yields and holdings.

Net realized gains totaled $4 million and $123 million in the three-month periods ended September 30, 2013 and 2012, and $7 million and $193 million in the nine-month periods ended September 30, 2013 and 2012, respectively. The decrease was primarily the result of recognizing a $79 million gain on on the consolidation of Remy and a $48 million bargain purchase gain recognized on the purchase of O'Charley's in the three-month period ended September 30, 2012, as well as a $73 million gain on the consolidation of O'Charley's and ABRH, and a $2 million gain on the sale of a small title agency in Illinois in the nine-months ended September 30, 2012. This was offset by a $6 million impairment on land held at our majority-owned affiliate Cascade Timberlands, a $6 million loss on the early extinguishment of debt, and a $7 million impairment of title plants in the 2012 three and nine-month periods.

Expenses.

Our operating expenses consist primarily of personnel costs and other operating expenses, which in our title insurance business are incurred as orders are received and processed, and agent commissions, which are incurred as revenue is recognized, as well as cost of auto parts revenue and cost of restaurant revenue. Title insurance premiums, escrow and title-related fees are generally recognized as income at the time the underlying transaction closes. As a result, direct title operations revenue lags approximately 45-60 days behind expenses and therefore gross margins may fluctuate. The changes in the market environment, mix of business between direct and agency operations and the contributions from our various business units have impacted margins and net earnings. We have implemented programs and have taken necessary actions to maintain expense levels consistent with revenue streams. However, a short time lag exists in reducing variable costs and certain fixed costs are incurred regardless of revenue levels.

Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs increased $70 million, or 15%, in the three months ended September 30, 2013, from the 2012 period, with increases of $31 million in the Fidelity National Title Group segment, $11 million in the Remy segment, and $29 million in the Corporate and Other segment, offset by a decrease of $1 million in the Restaurant Group segment. Personnel costs increased $283 million, or 21%, in the nine months ended September 30, 2013, from the 2012 period, with increases of $137 million in the Fidelity National Title Group segment, $22 million in the Restaurant Group segment, $57 million from the Remy segment, and $67 million from the Corporate and Other segment. The increases in the Remy and Restaurant Group segments in the nine-month period is due to 2012 only including Remy and Restaurant group results for a portion of the nine months. Personnel costs as a percentage of total revenue were 25% and 23% in the three-month periods ended September 30, 2013 and 2012, respectively, and 25% and 27% in the nine-month periods ended September 30, 2013 and 2012, respectively. Average employee count, excluding Remy and the Restaurant group, was 20,691 and 19,297 in the three-month periods ended September 30, 2013 and 2012, respectively and 20,044 and 18,514 in the nine-month periods ended September 30, 2013 and 2012, respectively. There were 31,353 employees added with the consolidation of the Restaurant group during the second quarter of 2012. Average employee count of the Restaurant group was 33,126 and 33,389 in the three and nine-months ended September 30, 2013. There were 6,705 employees added with the consolidation of Remy during the third quarter of 2012. Personnel costs that are directly attributable to the operations of Remy and the Restaurant Group are included in Cost of auto parts revenue and Cost of restaurant revenue, respectively. The change in personnel costs is discussed in further detail at the segment level below.

Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. The change in agent commissions is discussed in further detail at the segment level below.

Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), postage and courier services, computer services, professional services, travel expenses, general insurance, and bad debt expense on our trade and notes receivable. Other operating expenses decreased $2 million in the three months ended September 30, 2013, from the 2012 period, reflecting a decrease of $13 million in the Fidelity National Title Group segment and a decrease in the Restaurant Group segment of $3 million, offset by an increase of $8 million in the Remy segment and $6 million in the Corporate and Other segment. Other operating expenses increased $88 million in the nine months ended September 30, 2013, from the 2012 period, reflecting increases of $18 million in the Fidelity National Title Group segment, $4 million in the Restaurant Group segment, $31 million in the Remy segment and $35 million in the Corporate and Other segment. In the Fidelity National Title Group segment, the decrease in the three-month period was due mainly to decreases in cost of sales, title plant maintenance, and premium taxes. The increase in the nine-month period was primarily due to increases in variable costs of sales associated with the increase in title orders experienced during the first part of the year. In the Remy segment the increase in the three and nine-month periods ended September 30, 2013, is due primarily to the fact that these are the first full three and nine-month periods for which operating results for Remy have been consolidated. In the Corporate and Other segment, the increase in the three-month period was due to $2 million in increased expenses related to Digital Insurance which was acquired in December 2012, and $8 million in transaction costs related to the LPS acquisition.The increase in the nine-month period was due mainly to a $20 million accrual related to an employment litigation matter, $2 million in increased expenses related to Digital Insurance which was acquired in December 2012, and $11 million in transaction costs related to the LPS acquisition.

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Cost of auto parts revenue includes cost of raw materials, payroll and related costs and expenses directly related to manufacturing, and overhead expenses allocated to the costs of production such as depreciation and amortization at Remy. Remy results of operations are discussed in further detail at the segment level below.

Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages net of vendor discounts and rebates, payroll and related costs and expenses directly relating to restaurant level activities, and restaurant operating costs including occupancy, advertising and other expenses at the restaurant level. The Restaurant group results of operations are discussed in further detail at the segment level below.

Depreciation and amortization increased $8 million in the three months ended September 30, 2013, from the 2012 period and increased $33 million in the nine months ended September 30, 2013, from the 2012 period. The increase in the nine-month period is due to $20 million of additional depreciation and amortization from the Restaurant Group which was acquired during the second quarter of 2012 and $3 million from the Remy segment, as well as an increase of $10 million in the Corporate and Other segment mainly as a result of the acquisition of Digital Insurance in the fourth quarter of 2012.

The provision for title claim losses includes an estimate of anticipated title and title-related claims, and escrow losses. The provision for title claim losses is discussed in further detail below at the segment level.

Interest expense increased $8 million in the three months ended September 30, 2013, from the 2012 period and increased $21 million in the nine months ended September 30, 2013, from the 2012 period. The increase includes additional interest expense incurred on the FNF 5.50% notes issued in August 2012, as well as finance costs related to the LPS acquisition. In the Restaurant Group, interest expense increased $1 million and $4 million in the three and nine-month periods ended September 30, 2013, respectively, from the 2012 periods due to interest incurred on the Group's revolving line of credit and term loan, which were entered into during the second quarter of 2012. Remy interest expense increased $2 million and $12 million during the three and nine-month periods ended September 30, 2013, respectively, mainly due to the 2012 period including only a partial quarter of interest expense.

Income tax expense was $54 million and $70 million in the three-month periods ended September 30, 2013 and 2012, respectively and $172 million and $188 million in the nine-month periods ended September 30, 2013 and 2012. Income tax expense as a percentage of earnings before income taxes was 32% and 23% for the three-month periods ended September 30, 2013 and 2012, respectively and 33% and 30% for the nine-month periods ended September 30, 2013 and 2012. Income tax expense as a percentage of earnings before income taxes fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus investment income. The increase in the effective tax rate in the three and nine months ending September 30, 2013, from the corresponding 2012 period is due to a one-time tax benefit related to the bargain purchase gain on the O'Charley's acquisition and the consolidation of Remy, which was recognized in the 2012 period.

Equity in (losses) earnings of unconsolidated affiliates was $(14) million and $5 million for the three-month periods ended September 30, 2013 and 2012, respectively and $(20) million and $13 million for the nine-month periods ended September 30, 2013 and 2012, respectively. The equity (losses) in earnings in 2013 and 2012 consisted of net (losses) earnings related to our investment in Ceridian, Remy (prior to its consolidation in August 2012), and other investments in unconsolidated affiliates. The 2013 time periods include our 32% share of a $10 million, net of tax, one time charge to write off a deferred tax asset at Ceridian.

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Fidelity National Title Group
	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In millions)
Revenues:
Direct title insurance premiums	$	472	$	436	$	1,377	$	1,215
Agency title insurance premiums	630		569		1,779		1,501
Escrow, title related and other fees	405		413		1,266		1,184
Interest and investment income	29		34		97		104
Realized gains and losses, net	3		—		10		5
Total revenues	1,539		1,452		4,529		4,009
Expenses:
Personnel costs	467		436		1,400		1,263
Other operating expenses	276		289		845		827
Agent commissions	482		432		1,352		1,144
Depreciation and amortization	16		17		49		49
Provision for title claim losses	77		69		221		200
Total expenses	1,318		1,243		3,867		3,483
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	$	221	$	209	$	662	$	526

Total revenues for the Fidelity National Title Group segment increased $87 million, or 6%, in the three months ended September 30, 2013, from the 2012 period. Total revenues for this segment increased $520 million or 13%, in the nine months ended September 30, 2013, from the 2012 period.



The following table presents the percentages of title insurance premiums generated by our direct and agency operations:
	Three months ended September 30,								Nine months ended September 30,
			% of				% of				% of				% of
	2013		Total		2012		Total		2013		Total		2012		Total
	(Dollars in millions)
Title premiums from direct operations	$	472	43	%	$	436	43	%	$	1,377	44	%	$	1,215	45	%
Title premiums from agency operations	630		57		569		57		1,779		56		1,501		55
Total title premiums	$	1,102	100	%	$	1,005	100	%	$	3,156	100	%	$	2,716	100	%

Title premiums increased 10% in the three months ended September 30, 2013 and 16% in the nine months ended September 30, 2013 as compared to the 2012 period. The increase was made up of an increase in premiums from direct operations of $36 million, or 8%, and an increase in premiums from agency operations of $61 million, or 11% in the three months ended September 30, 2013. The increase in the nine months ended September 30, 2013 was made up of an increase in premiums from direct operations of $162 million or 13%, and an increase in premiums from agency operations of $278 million, or 19%.

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The following table presents the percentages of closed title insurance orders generated by purchase and refinance transactions by our direct operations:
	Three months ended September 30,				Nine months ended September 30,

	2013		2012		2013		2012

Opened title insurance orders from purchase transactions (1)	56.3	%	33.5	%	44.3	%	35.8	%
Opened title insurance orders from refinance transactions (1)	43.7		66.5		55.7		64.2
	100.0	%	100.0	%	100.0	%	100.0	%

Closed title insurance orders from purchase transactions (1)	49.7	%	36.7	%	39.7	%	37.0	%
Closed title insurance orders from refinance transactions (1)	50.3		63.3		60.3		63.0
	100.0	%	100.0	%	100.0	%	100.0	%

_______________________________________

(1) Percentages exclude consideration of an immaterial number of non-purchase and non-refinance orders.

Title premiums from direct operations increased in 2013, primarily due to an increase in fee per file. Although there was a decrease in closed order volumes in the current quarter, there was a small increase in closed order volume during the nine-month period. Closed order volumes were 410,000 and 1,401,000 in the three and nine months ended September 30, 2013 compared with 480,000 and 1,349,000 in the three and nine months ended September 30, 2012. The average fee per file in our direct operations was $1,807 and $1,568 in the three and nine months ended September 30, 2013, compared to $1,467 and $1,456 in the three and nine months ended September 30, 2012, with the increase reflecting a higher volume of purchase transactions, which have a higher fee per file, as well as a higher average fee per file on commercial transactions in 2013 versus the 2012 period. The fee per file tends to change as the mix of refinance and purchase transactions changes, because purchase transactions involve the issuance of both a lender’s policy and an owner’s policy, resulting in higher fees, whereas refinance transactions only require a lender’s policy, resulting in lower fees. Also, commercial transactions typically have a higher fee per file.

The increase in title premiums from agency operations is primarily the result of an increase in remitted agency premiums related to the mix of business. Our percentage of title premiums from agency operations compared to direct operations has increased since 2012 due to our agency operations typically garnering a higher percentage of purchase transactions and a lower percentage of commercial and refinance transactions. The increase in the three and nine months ending September 30, 2013 was due to strengthening in the residential purchase market.

Escrow, title related and other fees decreased by $8 million, or 2% in the three months ending September 30, 2013 from 2012 and increased $82 million, or 7% in the nine months ending September 30, 2013 from 2012. Escrow fees, which are more directly related to our direct operations, decreased $4 million, or 2%, in the three months ended September 30, 2013 compared to the 2012 period, primarily due to a decrease of $4 million at a division of our business which handles default services. Escrow fees increased $46 million, or 9%, in the nine months ended September 30, 2013 compared to the 2012 period due to the increase in direct residential purchase activity. Other fees in the Fidelity National Title Group segment, excluding escrow fees, decreased $4 million, or 2%, in the three months ended September 30, 2013 compared to the 2012 period due to a decline in appraisal and default fees during the period. Other fees increased $36 million, or 5%, in the nine months ended September 30, 2013 compared to the 2012 period due increased residential purchase activity.

Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. The $31 million or 7% increase in the three-month period ended September 30, 2013, and the increase of $137 million, or 11% in the nine-month period ended September 30, 2013 are due to an increase in employee levels, higher bonuses and commissions, as well as an increase in average annualized personnel cost which correspond to increases in closed order counts and revenues. Personnel costs as a percentage of total revenues from direct title premiums and escrow, title-related and other fees were 53% for the three-month periods ended September 30, 2013 and 51% for the three-month period ended September 30, 2012, and 53% for the nine-month periods ended September 30, 2013 and 2012. Average employee count in the Fidelity National Title Group segment, which has remained relatively consistent since 2012, was 20,190 and 19,186 in the three-month periods ended September 30, 2013 and 2012, respectively, and 19,722 and 18,303 for the nine-month periods ended September 30, 2013 and 2012, respectively, with the increase in both periods due to increases in orders and revenues.

Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions and the resulting percentage of agent premiums we retain vary according to regional differences in real estate closing practices and state regulations.

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The following table illustrates the relationship of agent premiums and agent commissions:



	Three months ended September 30,								Nine months ended September 30,
	2013		%		2012		%		2013		%		2012		%
	(Dollars in millions)
Agent premiums	$	630	100	%	$	569	100	%	$	1,779	100	%	$	1,501	100	%
Agent commissions	482		77	%	432		76	%	1,352		76	%	1,144		76	%
Net retained agent premiums	$	148	23	%	$	137	24	%	$	427	24	%	$	357	24	%

The provision for title claim losses includes an estimate of anticipated title and title-related claims and escrow losses. The estimate of anticipated title and title-related claims is accrued as a percentage of title premium revenue based on our historical loss experience and other relevant factors. After considering historical claim losses, reporting patterns and current market information, and analyzing quantitative and qualitative data provided by our legal, claims and underwriting departments, we determine a loss provision rate, which is recorded as a percentage of current title premiums. This loss provision rate is set to provide for losses on current year policies, but due to development of prior years and our long claim duration, it periodically includes amounts of estimated adverse or positive development on prior years' policies. Any significant adjustments to strengthen or release loss reserves resulting from the comparison with our actuarial analysis are made in addition to this loss provision rate.

The claim loss provision for title insurance was $77 million and $69 million for the three-month periods ended September 30, 2013 and 2012, respectively and $221 million and $200 million for the nine-month periods ended September 30, 2013 and 2012, respectively, and reflects an average provision rate of 7% of title premiums. We will continue to monitor and evaluate our loss provision level, actual claims paid, and the loss reserve position each quarter.

Remy

The results of this segment reflected in the three and nine months ended September 30, 2013, reflect results of Remy and subsidiaries, which were initially consolidated on August 14, 2012.



	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(In millions)
Revenues:
Auto parts revenue	$	266		$	143	$	834		$	143
Interest and investment income	1			—		1			—
Realized gains and losses, net	(1		)	79		(4		)	79
Total revenues	266			222		831			222
Expenses:
Personnel costs	19			8		65			8
Cost of auto parts revenue, includes $19 and $55 of depreciation and amortization for the three and nine months ended September 30, 2013, respectively, and $6 for the three and nine months ended September 30, 2012	223			125		704			125
Other operating expenses	13			5		36			5
Depreciation and amortization	1			—		3			—
Interest expense	6			4		16			4
Total expenses	262			142		824			142
Earnings from continuing operations before income taxes	$	4		$	80	$	7		$	80

The three and nine-month periods ending September 30, 2013, are the first full three and nine-month periods for which operating results for Remy have been consolidated. Prior to consolidation of Remy on August 14, 2012, we held a $179 million investment in Remy which was included in Investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheet. As a result of the difference between our basis and the fair value of Remy at the time of consolidation, we recognized a $79 million gain during the three and nine months ended September 30, 2012.

The results of the Remy segment for the three months ending September 30, 2013 were negatively affected by $2 million of restructuring charges. The results for the nine months ending September 30, 2013, were negatively affected by $3 million in debt

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extinguishment costs and $4 million of restructuring charges. Also affecting the nine months ending September 30, 2013 was a $7 million charge to Personnel costs for a one-time executive separation payment made to Remy's former Chief Executive Officer and President pursuant to the terms of a Transition, Noncompetition and Release Agreement, effective February 28, 2013. Remy's results for the three and nine months ending September 30, 2012 were negatively affected by a one-time mark to market fair value adjustment to Remy's finished goods inventory as a result of the purchase accounting related to the Remy consolidation.

Restaurant Group

The results of this segment include results of ABRH as of the date of acquisition, which includes legacy O'Charley's as of April 9, 2012 and legacy ABRH as of May 11, 2012, and J. Alexander's, which was initially consolidated during the third quarter of 2012.



	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In millions)
Revenues:
Restaurant revenue	$	336	$	298	$	1,037	$	551
Realized gains and losses, net	2		50		—		121
Total revenues	338		348		1,037		672
Expenses:
Personnel costs	16		17		47		25
Cost of restaurant revenue	292		258		889		473
Other operating expenses	15		18		50		46
Depreciation and amortization	13		11		40		20
Interest expense	2		1		6		2
Total expenses	338		305		1,032		566
Earnings from continuing operations before income taxes	$	—	$	43	$	5	$	106

Total revenues for the Restaurant group segment decreased $10 million, or 3%, in the three months ended September 30, 2013, from the 2012 period. Total revenues for this segment increased $365 million, or 54%, in the nine months ended September 30, 2013, from the 2012 period.

Included in the three and nine months ending September 30, 2012 was a $73 million realized gain on the consolidation of legacy O'Charley's and ABRH. Prior to the consolidation of legacy O'Charley's and ABRH, we held a $14 million investment in common stock of O'Charley's, which was included in Equity securities available for sale on the Consolidated Balance Sheet and a $37 million investment in ABRH which was included in Investments in unconsolidated affiliates on the Consolidated Balance Sheet. As a result of the difference between our basis in these investments and the fair value at the time of consolidation, we recognized a $73 million gain. We also recognized a bargain purchase gain of $48 million in the three-month period ending September 30, 2012.

The results of the Restaurant Group for the three and nine months ending September 30, 2013 and 2012 were negatively affected by $1 million, $5 million, $5 million, and $14 million, respectively, of transaction and integration costs included in Other operating expenses.

Corporate and Other

The Corporate and Other segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, our employee benefits agency, Digital Insurance, other smaller operations, and our share in the operations of certain equity investments, including Ceridian. The Corporate and Other segment generated revenues of $31 million and $11 million in the three-month periods ended September 30, 2013 and 2012, respectively, and $97 million and $37 million in the nine-month periods ended September 30, 2013 and 2012, respectively, with the increase mainly due to the addition of Digital Insurance in the fourth quarter of 2012 which contributed $19 million and $50 million of revenue to Escrow, title-related and other fees in the three and nine months ending September 30, 2013, respectively.

Personnel costs increased $29 million in the three months ended September 30, 2013 compared to the 2012 period, and increased $67 million in the nine months ended September 30, 2013 compared to the 2012 period, both due to $14 million and $30 million of additional expense recorded in the three and nine months ended September 30, 2013, respectively, related to the accrual for our Long Term Incentive Plan established in the third quarter of 2012, which is tied to the fair value of certain of our non-title operations. Also included were $12 million and $30 million in personnel costs, in the three and nine months ended September 30, 2013, respectively, at Digital Insurance.

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This segment generated pretax losses of $57 million and $31 million in the three-month periods ended September 30, 2013 and 2012, respectively, and $146 million and $89 million in the nine-month periods ended September 30, 2013 and 2012, respectively. The increase in pre-tax losses was due mainly to the increase in personnel costs in 2013 as discussed above as well as an increase in other operating expenses during the three and nine months ending September 30, 2013. During the three-month period there were $7 million in transaction costs related to the LPS acquisition. During the nine-month period there was a $20 million accrual related to an employment litigation matter and $10 million in transaction costs related to the LPS acquisition.

Liquidity and Capital Resources

Cash Requirements. Our current cash requirements include personnel costs, operating expenses, claim payments, taxes, payments of interest and principal on our debt, capital expenditures, business acquisitions, stock repurchases, and dividends on our common stock. We paid dividends of $0.16 per share for the third quarter of 2013, or approximately $36 million. On October 23, 2013, our Board of Directors declared cash dividends of $0.18 per share, payable on December 30, 2013, to shareholders of record as of December 16, 2013. There are no restrictions on our retained earnings regarding our ability to pay dividends to our shareholders, although there are limits on the ability of certain subsidiaries to pay dividends to us, as described below. The declaration of any future dividends is at the discretion of our Board of Directors. Additional uses of cash flow are expected to include acquisitions, especially the LPS acquisition as previously discussed, stock repurchases, and debt repayments.We continually assess our capital allocation strategy, including decisions relating to the amount of our dividend, reducing debt, repurchasing our stock, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.

Our insurance subsidiaries generate cash from premiums earned and their respective investment portfolios and these funds are adequate to satisfy the payments of claims and other liabilities. Due to the magnitude of our investment portfolio in relation to our title claim loss reserves, we do not specifically match durations of our investments to the cash outflows required to pay claims, but do manage outflows on a shorter time frame.

Our two significant sources of internally generated funds are dividends and other payments from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are paid within the guidelines of management agreements among us and our subsidiaries. Our insurance subsidiaries are restricted by state regulation in their ability to pay dividends and make distributions. Each state of domicile regulates the extent to which our title underwriters can pay dividends or make other distributions. As of December 31, 2012, $1,997 million of our net assets were restricted from dividend payments without prior approval from the relevant departments of insurance. As of September 30, 2013, our title subsidiaries could pay or make distributions to us of approximately $129 million without prior approval. Our underwritten title companies and non-insurance subsidiaries collect revenue and pay operating expenses. However, they are not regulated to the same extent as our insurance subsidiaries.

The maximum dividend permitted by law is not necessarily indicative of an insurer’s actual ability to pay dividends, which may be constrained by business and regulatory considerations, such as the impact of dividends on surplus, which could affect an insurer’s ratings or competitive position, the amount of premiums that can be written and the ability to pay future dividends. Further, depending on business and regulatory conditions, we may in the future need to retain cash in our underwriters or even contribute cash to one or more of them in order to maintain their ratings or their statutory capital position. Such a requirement could be the result of investment losses, reserve charges, adverse operating conditions in the current economic environment or changes in statutory accounting requirements by regulators.

On October 24, 2013, we offered 17,250,000 shares of our common stock at an offering price of $26.75 per share, pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. We granted the underwriters a 30-day option to purchase 2,587,500 additional shares at the offering price, which was subsequently exercised in full. A total of 19,837,500 shares were issued on October 30, 2013, for net proceeds of approximately $510 million. The net proceeds from this offering will be used to pay a portion of the cash consideration for the previously announced merger with LPS. If we do not consummate the merger, the net proceeds will be used for general corporate purposes, which may include the repurchase of shares of our common stock.

Our cash flows provided by operations for the nine months ended September 30, 2013 and 2012 totaled $344 million and $377 million, respectively. The decrease of $33 million is mainly due to an increase in income tax payments in the 2013 time period offset by increases in operating income in 2013.

Capital Expenditures. Total capital expenditures for property and equipment were $98 million and $43 million for the nine-month periods ended September 30, 2013 and 2012, respectively, with the increase relating to capital expenditures in the Fidelity National Title Group segment for technology equipment of $11 million, furniture and equipment of $8 million, and $9 million for

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leasehold improvements, $42 million in our Restaurant Group segment of which $22 million was to remodel restaurants and the remaining $20 million was for property and equipment, and $17 million in our Remy segment on property and equipment.

Financing. On October 24, 2013, we entered into a bridge loan commitment letter (the “Bridge Loan Commitment Letter”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. (“Bank of America”), J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. The Bridge Loan Commitment Letter provides for up to an $800 million short-term loan facility (the “Bridge Facility”). The proceeds of the loans under the Bridge Facility will be used to fund, in part, the cash consideration for the acquisition of the LPS acquisition and pay certain costs, fees and expenses in connection with the merger. Pursuant to the Bridge Loan Commitment Letter, we will execute a promissory note in favor of the Bridge Facility lenders on the closing date of the merger that will evidence the terms of the Bridge Facility. The Bridge Facility will mature on the second business day following the funding thereof and will require no scheduled amortization payments. Borrowings under the Bridge Facility will bear interest at a rate equal to the highest of (i) the Bank of America prime rate, (ii) the federal fund effective rate from time to time plus 0.5% and (iii) the one month adjusted London interbank offered rate plus 1.0%. Other than as set forth in this paragraph, the terms of the Bridge Facility will be substantially the same as the terms of the Amended Term Loan Agreement as discussed below.

On July 11, 2013, we entered into a term loan credit agreement with Bank of America, N.A., as administrative agent (in such capacity, the “TL Administrative Agent”), the lenders party thereto and the other agents party thereto (the “Term Loan Agreement”). The Term Loan Agreement permits us to borrow up to $1.1 billion to fund the acquisition of LPS. The term loans under the Term Loan Agreement mature on the date that is five years from the funding date of the term loans under the Term Loan Agreement. Term loans under the Term Loan Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the TL Administrative Agent’s “prime rate”, or (c) the sum of one percent plus one-month LIBOR) plus a margin of between 50 basis points and 100 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 150 basis points and 200 basis points depending on the senior unsecured long-term debt ratings of FNF. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for revolving loans subject to LIBOR is 175 basis points over LIBOR. In addition, we will pay an unused commitment fee of 25 basis points on the entire term loan facility until the earlier of the termination of the term loan commitments or the funding of the term loans. Under the Term Loan Agreement, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Term Loan Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding term loans may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Term Loan Agreement shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate. Under the Term Loan Agreement the financial covenants are the same as under the Restated Credit Agreement. There were no amounts borrowed or outstanding under the Term Loan Agreement as of September 30, 2013.

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revolving loans subject to LIBOR is 145 basis points. In addition, we will pay an unused commitment fee of between 17.5 and 40 basis points on the entire facility, also depending on our senior unsecured long-term debt ratings. Under the Restated Credit Agreement, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Restated Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Restated Credit Agreement shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. Under the Restated Credit Agreement the financial covenants remain essentially the same as under the Existing Credit Agreement, except that the total debt to total capitalization ratio limit of 35% will increase to 37.5% for a period of one year after the closing of the LPS acquisition and the net worth test is reset. As of September 30, 2013, there were no amounts outstanding, nor were any amounts borrowed or repaid under this facility during the three and nine months then ended.

On March 5, 2013, Remy entered into a First Amendment to its existing five year Asset-Based Revolving Credit Facility (the "Remy Credit Facility" and "Remy Credit Facility First Amendment") to extend the maturity date of the Remy Credit Facility from December 17, 2015 to September 5, 2018 and reduce the interest rate. The Remy Credit Facility now bears interest at a defined Base Rate plus 0.50%-1.00% per year or, at Remy's election, at an applicable LIBOR Rate plus 1.50%-2.00% per year and is paid monthly. The Remy Credit Facility First Amendment maintains the current maximum availability at $95 million, which may be increased, under certain circumstances, by $20 million, though the actual amount that may be borrowed is based on the amount of collateral. The Remy Credit Facility is secured by substantially all domestic accounts receivable and inventory. Remy will incur an unused commitment fee of 0.375% on the unused amount of commitments under the Remy Credit Facility First Amendment. Based upon the collateral supporting the Remy Credit Facility, the amount borrowed, and the outstanding letters of credit of $3 million, there was additional availability for borrowing of $70 million on September 30, 2013. The Remy Credit Facility contains various restrictive covenants, which include, among other things: (i) a maximum leverage ratio, decreasing over the term of the facility; (ii) a minimum interest coverage ratio, increasing over the term of the facility; (iii) limitations on capital expenditures; (iv) mandatory prepayments upon certain asset sales and debt issuances; (v) requirements for minimum liquidity; and (vi) limitations on the payment of dividends in excess of a specified amount. At September 30, 2013, the Remy Credit Facility balance was zero. There were no amounts borrowed or repaid on this facility during the three and nine months ended September 30, 2013.

On March 5, 2013, Remy entered into a $300 million Amended and Restated Term B Loan Credit Agreement ("Term B Amendment") to refinance the existing $287 million Term B Loan, extend the maturity from December 17, 2016 to March 5, 2020, and reduce the interest rate. The Term B Loan now bears interest at LIBOR (subject to a floor of 1.25%) plus 3% per year, with an original issue discount of approximately $1 million. The Term B Amendment also contains an option to increase the borrowing provided certain conditions are satisfied, including maintaining a maximum leverage ratio. The Term B Loan is secured by a first priority lien on the stock of Remy's subsidiaries and substantially all domestic assets other than accounts receivable and inventory pledged to the Remy Credit Facility. Principal payments in the amount of approximately $1 million are due at the end of each calendar quarter with termination and final payment no later than March 5, 2020. The Term B Loan also includes covenants and events of default customary for a facility of this type, including a cross-default provision under which the lenders may declare the loan in default if Remy (i) fails to make a payment when due under any debt having a principal amount greater than $5 million or (ii) breaches any other covenant in any such debt as a result of which the holders of such debt are permitted to accelerate its maturity. Remy is in compliance with all covenants as of September 30, 2013. The Term B Loan is subject to an excess cash calculation which may require the payment of additional principal on an annual basis. At September 30, 2013, the average borrowing rate, including the impact of the interest rate swaps, was 4.25%. As of September 30, 2013, there was $267 million outstanding.

On August 28, 2012, we completed an offering of $400 million in aggregate principal amount of 5.50% notes due September 2022 (the "5.50% notes"), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The notes were priced at 99.513% of par to yield 5.564% annual interest. As such we recorded a discount of $2 million, which is netted against the $400 million aggregate principal amount of the 5.50% notes. The discount is amortized to September 2022 when the 5.50% notes mature. The 5.50% notes pay interest semi-annually on the 1st of March and September, beginning March 1, 2013. We received net proceeds of $396 million, after expenses, which were used to repay the $237 million aggregate principal amount outstanding of our 5.25% unsecured notes maturing in March 2013 and the $50 million outstanding on our revolving credit facility, and the remainder was held for general corporate purposes. These notes contain customary covenants and events of default for investment grade public debt. These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity.

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On May 31, 2012, ABRH entered into a credit agreement (the “ABRH Credit Facility”) with Wells Fargo Capital Finance, LLC as administrative agent and swing lender (the “ABRH Administrative Lender”) and the other financial institutions party thereto. The ABRH Credit Facility provides for a maximum revolving loan of $80 million with a maturity date of May 31, 2017. Additionally, the ABRH Credit Facility provides for a maximum term loan ("Restaurant Group Term Loan") of $85 million with quarterly installment repayments through December 25, 2016 and a maturity date of May 31, 2017 for the outstanding unpaid principal balance and all accrued and unpaid interest. On May 31, 2012, ABRH borrowed the entire $85 million under such term loan. Pricing for the ABRH Credit Facility is based on an applicable margin between 300 basis points to 375 basis points over LIBOR. The ABRH Credit Facility is subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on ABRH's creation of liens, sales of assets, incurrence of indebtedness, restricted payments, transactions with affiliates, and certain amendments. The covenants addressing restricted payments include certain limitations on the declaration or payment of dividends by ABRH to its parent, Fidelity Newport Holdings, LLC (“FNH”), and by FNH to its members. The ABRH Credit Facility includes customary events of default for facilities of this type (with customary grace periods, as applicable), which include a cross-default provision whereby an event of default will be deemed to have occurred if (i) ABRH or any of its guarantors, which consists of FNH and certain of its subsidiaries, (together, the “Loan Parties”) or any of their subsidiaries default on any agreement with a third party of $2 million or more related to their indebtedness and such default (a) occurs at the final maturity of the obligations thereunder or (b) results in a right by such third party to accelerate such Loan Party's or its subsidiary's obligations or (ii) a default or an early termination occurs with respect to certain hedge agreements to which a Loan Party or its subsidiaries is a party involving an amount of $750,000 or more. The ABRH Credit Facility provides that, upon the occurrence of an event of default, the ABRH Administrative Lender may (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the loans immediately due and payable, (ii) terminate loan commitments and (iii) exercise all other rights and remedies available to the ABRH Administrative Lender or the lenders under the loan documents. As of September 30, 2013, the balance of the term loan was $67 million and there was a $10 million outstanding balance on the revolving loan. ABRH had $19 million of outstanding letters of credit and $51 million of remaining borrowing capacity under its revolving credit facility as of September 30, 2013. During the three and nine months ended September 30, 2013, $2 million and $6 million, respectively, of principal payments were made on this facility. There was $10 million borrowed and nothing repaid during the three and nine months ended September 30, 2013.

On August 2, 2011, we completed an offering of $300 million in aggregate principal amount of 4.25% convertible senior notes due August 2018 (the "Notes") in an offering conducted in accordance with Rule 144A under the Securities Act of 1933, as amended. The Notes contain customary event-of-default provisions which, subject to certain notice and cure-period conditions, can result in the acceleration of the principal amount of, and accrued interest on, all outstanding Notes if we breach the terms of the Notes or the indenture pursuant to which the Notes were issued. The Notes are unsecured and unsubordinated obligations and (i) rank senior in right of payment to any of our existing or future unsecured indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; (iii) are effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. Interest is payable on the principal amount of the Notes, semi-annually in arrears in cash on February 15 and August 15 of each year, commencing February 15, 2012. The Notes mature on August 15, 2018, unless earlier purchased by us or converted. The Notes were issued for cash at 100% of their principal amount. However, for financial reporting purposes, the notes were deemed to have been issued at 92.818% of par value, and as such we recorded a discount of $22 million to be amortized to August 2018, when the Notes mature. The Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment, of 46.3870 shares per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately $21.56 per share), only in the following circumstances and to the following extent: (i) during any calendar quarter commencing after December 31, 2011, if, for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price per share of our common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (ii) during the five consecutive business day period immediately following any ten consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the trading price per $1,000 principal amount of notes was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the applicable conversion rate on such trading day; (iii) upon the occurrence of specified corporate transactions; or (iv) at any time on and after May 15, 2018. However, in all cases, the Notes will cease to be convertible at the close of business on the second scheduled trading day immediately preceding the maturity date. It is our intent and policy to settle conversions through “net-share settlement”. Generally, under “net-share settlement,” the conversion value is settled in cash, up to the principal amount being converted, and the conversion value in excess of the principal amount is settled in shares of our common stock.

Remy has revolving credit facilities with four Korean banks with a total facility amount of approximately $17 million, of which $3 million is borrowed at average interest rates of 3.44% at September 30, 2013. During the three months ended September 30, 2013, Remy did not borrow or repay any amounts on the Korean facility and in the nine months ended September 30, 2013, Remy borrowed less than $1 million and repaid $3 million on the Korean facility. In Hungary, Remy has a revolving credit facility

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with two separate banks for a credit facility of $4 million, of which nothing is borrowed at September 30, 2013. During the three months ended September 30, 2013 Remy did not borrow under the Hungary credit facility. During the nine months ended September 30, 2013, Remy borrowed $6 million under the Hungary credit facility. Remy did not borrow during the three months ended September 30, 2012, Remy repaid $9 million in the nine months ending September 30, 2013.

On May 5, 2010, we completed an offering of $300 million in aggregate principal amount of our 6.60% notes due May 2017 (the "6.60% Notes"), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The 6.60% Notes were priced at 99.897% of par to yield 6.61% annual interest. As such, we recorded a discount of less than $1 million, which is netted against the $300 million aggregate principal amount of notes. The discount is amortized to May 2017 when the 6.60% Notes mature. We received net proceeds of $297 million, after expenses, which were used to repay outstanding borrowings under our credit agreement. Interest is payable semi-annually. These notes contain customary covenants and events of default for investment grade public debt. These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity.

Seasonality. Historically, real estate transactions have produced seasonal revenue levels for title insurers. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The third calendar quarter has been typically the strongest in terms of revenue primarily due to a higher volume of home sales in the summer months and the fourth quarter is usually also strong due to commercial entities desiring to complete transactions by year-end. We have noted short term fluctuations through recent years in resale and refinance transactions as a result of changes in interest rates and the implementation and subsequent expiration of government programs designed to stimulate the real estate market. In 2013, we have seen seasonality trends return to historical patterns. During 2012 and 2013, we experienced an increase in existing home sales to the highest volume levels since 2007. We have also seen a decline in total housing inventory to the lowest levels since 2005.

In our Restaurant Group, average weekly sales per restaurant are typically higher in the first and fourth quarters, and we typically generate a disproportionate share of our earnings from operations in the first and fourth quarters. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.

Contractual Obligations. Changes have been made to our payout schedule for Notes payable as follows: During the nine months ended September 30, 2013, we amended and extended our existing $800 million second amended and restated credit agreement to extend the maturity date under the credit facility from April 16, 2016 to July 15, 2018. During the nine months ending September 30, 2013, Remy entered into a $300 million Term B Amendment to refinance the existing $287 million Term B Loan and extend the maturity from December 17, 2016 to March 5, 2020. See the "Financing" section above and Note E for further information on these obligations.

Capital Stock Transactions. On October 24, 2013, we offered 17,250,000 shares of our common stock at an offering price of $26.75 per share, pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. We granted the underwriters a 30-day option to purchase 2,587,500 additional shares at the offering price, which was subsequently exercised in full. A total of 19,837,500 shares were issued on October 30, 2013, for net proceeds of approximately $510 million. The net proceeds from this offering will be used to pay a portion of the cash consideration for the previously announced merger with LPS. If we do not consummate the merger, the net proceeds will be used for general corporate purposes, which may include the repurchase of shares of our common stock.

On July 21, 2012, our Board of Directors approved a three-year stock purchase program, effective August 1, 2012, under which we can repurchase up to 15 million shares of our common stock through July 31, 2015. We may make repurchases from time to time in the open market, in block purchases or in privately negotiated transactions, depending on market conditions and other factors. We did not repurchase any shares during the three months ended September 30, 2013. In the nine months ended September 30, 2013, we repurchased 1,400,000 shares for $34 million, or an average of $24.14 per share. Subsequent to September 30, 2013 through market close on November 1, 2013, we did not purchase any additional shares. Since the original commencement of the plan on August 1, 2012, we have repurchased a total of 2,080,000 shares for $50 million, or an average of $23.90 per share, and there are 12,920,000 shares available to be repurchased under this program.

Equity Security and Preferred Stock Investments. Our equity security and preferred stock investments may be subject to significant volatility. Should the fair value of these investments fall below our cost basis and/or the financial condition or prospects of these companies deteriorate, we may determine in a future period that this decline in fair value is other-than-temporary, requiring that an impairment loss be recognized in the period such a determination is made.

Included in Equity securities available for sale are 1,603,860 shares of FIS stock which were purchased during the fourth quarter of 2009 in connection with a merger between FIS and Metavante Technologies, Inc. The fair value of our remaining investment was $74 million as of September 30, 2013.

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Off-Balance Sheet Arrangements. We do not engage in off-balance sheet activities other than facility and equipment leasing arrangements. On June 29, 2004 we entered into an off-balance sheet financing arrangement (commonly referred to as a “synthetic lease”). The owner/lessor in this arrangement acquired land and various real property improvements associated with new construction of an office building in Jacksonville, Florida, at our corporate campus and headquarters. The lessor financed the acquisition of the facilities through funding provided by third-party financial institutions. On June 27, 2011, we renewed and amended the synthetic lease for the facilities. The amended synthetic lease provides for a five year term ending June 27, 2016 and had an outstanding balance as of September 30, 2013 of $71 million. The amended lease includes guarantees by us of up to 83% of the outstanding lease balance, and options to purchase the facilities at the outstanding lease balance. The guarantee becomes effective if we decline to purchase the facilities or renew the lease at the end of its term. The lessor is a third-party company and we have no affiliation or relationship with the lessor or any of its employees, directors or affiliates, and transactions with the lessor are limited to the operating lease agreements and the associated rent expense that have been included in other operating expenses in the Condensed Consolidated Statements of Earnings. We do not believe the lessor is a variable interest entity, as defined in the FASB standard on consolidation of variable interest entities.

Critical Accounting Policies

There have been no material changes in our critical accounting policies described in our Annual Report on Form 10-K for our fiscal year ended December 31, 2012.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Act is: (a) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II: OTHER INFORMATION

Item 1. Legal Proceedings

See discussion of legal proceedings in Note F to the Condensed Consolidated Financial Statements included in Item 1 of

Part I of this Report, which is incorporated by reference into this Part II, Item 1, as well as Item 3. Legal Proceedings, in our

Annual Report on Form 10-K for the year ended December 31, 2012.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the quarter ended September 30, 2013.

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Item 6. Exhibits

(a) Exhibits:



10.1		Third amendment effective as of August 27, 2013 to Amended and Restated Employment Agreement between the Registrant and William P. Foley, effective as of July 2, 2008.

10.2		Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2		Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101		The following materials from Fidelity National Financial's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.

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SIGNATURES

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.



Date:	November 7, 2013	FIDELITY NATIONAL FINANCIAL, INC. (registrant)
		By:	/s/ Anthony J. Park
			Anthony J. Park
			Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX



Exhibit
No.		Description
10.1		Third amendment effective as of August 27, 2013 to Amended and Restated Employment Agreement between the Registrant and William P. Foley, effective as of July 2, 2008.

10.2		Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2		Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101		The following materials from Fidelity National Financial's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.

Exhibit 10.1 Foley Employment Agreement

Exhibit 10.01

THIRD AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment") is effective as of August 27, 2013 (the "Effective Date"), by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Company"), and WILLIAM P. FOLEY, II (the "Employee") and amends that certain Amended and Restated Employment Agreement dated as of July 2, 2008, as amended on February 4, 2010 and August 1, 2012 (the “Agreement”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Section 4 of the Agreement is replaced in its entirety with the following:

4. “Salary. Effective as of August 27, 2012 and continuing during the Employment Term, the Company shall pay the Employee an annual base salary, before deducting all applicable withholdings, of no less than $850,000 per year, payable at the time and in the manner dictated by the Company's standard payroll policies. Such minimum annual base salary may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Board or the Compensation Committee of the Board (the “Committee”) to reflect, among other matters, cost of living increase and performance results (the aggregate amount of paid salary in any given year shall be referred to as the “Annual Base Salary”).”

IN WITNESS WHEREOF the parties have executed this Amendment to be effective as of the date first set forth above.



	FIDELITY NATINOAL FINANCIAL, INC.

	By:/s/ Michael L. Gravelle
	Its: Executive Vice President, General Counel and Corporate Secretary
	/s/ William P. Foley, II
	WILLIAM P. FOLEY, II

Exhibit 10.2 FNF ESPP 2013

Exhibit 10.02

FIDELITY NATIONAL FINANCIAL, INC

2013 EMPLOYEE STOCK PURCHASE PLAN

Fidelity National Financial, Inc., (f/k/a/ Fidelity National Title Group, Inc.), a Delaware corporation (hereinafter referred to as the “Company”), hereby establishes an employee stock purchase plan to be known as the “Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan” (hereinafter referred to as the “Plan”). The Plan became effective on October 1, 2013. The Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 9.1 hereof.

ARTICLE 1

PURPOSE OF THE PLAN

1.1 PURPOSE. The Company has determined that it is in its best interests to provide an incentive to attract and retain Employees and to increase Employee morale by providing a program through which Employees may acquire a proprietary interest in the Company through the purchase of shares of Company Stock. The Plan shall permit Employees to purchase shares of Company Stock through payroll deductions. Participation in the Plan is entirely voluntary and neither the Company nor any of its Subsidiaries makes any recommendations to their Employees as to whether they should participate in the Plan. The Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Code.

ARTICLE 2

DEFINITIONS

Capitalized terms used herein without definition shall have the respective meanings set forth below:

2.1 ACCOUNT. “Account” means the bookkeeping entry maintained by the Company on behalf of each Participant for the purpose of accounting for all Participant Contributions credited to the Participant pursuant to the Plan. BASE EARNINGS. “Base Earnings” means the amount of a Participant’s regular salary before deductions required by law and deductions authorized by the Participant, including any elective deferrals with respect to a plan of the Employer qualified under Sections 125 or 401(a) of the Code and any amounts deferred by the Participant to a nonqualified deferred compensation plan sponsored by the Employer. In the case of Participants primarily compensated on a commission basis, “Base Earnings” may include commission earnings not to exceed $10,000 per month. “Base Earnings” shall not include: wages paid for overtime, extended workweek schedules or any other form of extra compensation, payments made by the Employer based upon salary for Social Security, workers’ compensation, unemployment compensation, disability payments or any other payment mandated by state or federal statute, or salary-related contributions made by the Employer for insurance, annuity or any other employee benefit plan.

2.2 BOARD. “Board” means the Board of Directors of the Company.

2.3 BROKER. “Broker” means the financial institution designated by the Company to act as Broker for the Plan.

2.4 CODE. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

2.5 COMMITTEE. “Committee” means the Committee described in Article 7.

2.6 COMPANY. “Company” means Fidelity National Financial, Inc. (f/k/a Fidelity National Title Group, Inc.), a Delaware corporation, and any successor thereto.

2.7 COMPANY STOCK. “Company Stock” means Class A common stock of the Company, par value $0.0001 per share.

2.8 EMPLOYEE. “Employee” means each person currently employed by the Employer (a) any portion of whose income is subject to withholding of income tax or for whom Social Security retirement contributions are made by the Employer, or (b) who qualifies as a common-law employee of the Employer. Notwithstanding the foregoing, persons determined by the Committee not to be Employees and persons on a leave of absence shall not be treated as “Employees” for purposes of this Plan.

2.9 EMPLOYER. “Employer” means the Company and any Subsidiary that adopts this Plan with the approval of the Board.

2.10 PARTICIPANT. “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2.

2.11 PAYROLL PERIOD. “Payroll Period” means the pay periods coinciding with the Employer’s payroll practices, as revised from time to time.

2.12 PLAN YEAR. “Plan Year” means the twelve consecutive month period ending each December 31.

2.13 SHARE ACCOUNT. “Share Account” means the account maintained by the Broker on behalf of each Participant for the purpose of accounting for Company Stock purchased by the Participant pursuant to the Plan.

2.14 SUBSIDIARY. “Subsidiary” means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the combined equity thereof.

ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY.

(a)All Employees of the Employer shall be eligible to become Participants in the Plan following the later of:

(i)attaining the age of eighteen (18), and

(ii)the completion of ninety (90) days of employment with the Employer.

(b)Notwithstanding any other provisions herein, each Employee who was employed by an organization, which was part of a corporate transaction with the Company immediately prior to commencing employment with the Employer, shall be eligible to participate in the Plan upon commencing employment with the Employer if (1) such corporate transaction documents provided for such immediate eligibility or (2) the Committee so decides.

3.2 PARTICIPATION. An Employee who has satisfied the eligibility requirements of Section 3.1 may become a Participant in the Plan upon his or her completion of such enrollment procedures as the Committee may prescribe, which procedures may include responding to enrollment procedures set forth via an Internet website or a voice response system authorizing payroll deductions. Payroll deductions for a Participant shall commence as soon as administratively practicable following the completion of the enrollment procedures established by the Committee and shall remain in effect until changed by the Participant in accordance with Section 4.2 below.

3.3 SPECIAL RULES. In the event that a person is excluded from participation in the Plan under Section 2.9 above and a court of competent jurisdiction determines that the person is eligible to participate in the Plan, the person shall be treated as an Employee only from the date of the court’s determination and shall not be entitled to retroactive participation in the Plan.

ARTICLE 4

PARTICIPANT CONTRIBUTIONS

4.1 PARTICIPANT ELECTION. Pursuant to the enrollment procedures established by the Committee in Section 3.2, each Participant shall designate the amount of payroll deductions (“Participant Contributions”) to be made from his or her paycheck to purchase Company Stock under the Plan. The amount of Participant Contributions shall be designated in whole percentages of Base Earnings, of at least 3% and not to exceed 15% of Base Earnings for any Plan Year. The amount so designated by the Participant shall be effective as soon as administratively practicable following completion of the enrollment procedures and shall continue until terminated or altered in accordance with Section 4.2 below.

4.2 CHANGES IN ELECTION. In accordance with procedures established by the Committee, a Participant may decrease or increase the rate of his or her Participant Contributions or elect to discontinue his or her Participant Contributions, in either case as soon as administratively practicable. No such election may be made retroactive, and any new election shall remain in effect until subsequently modified by the Participant pursuant to this Section 4.2.

4.3 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a separate Account for each Participant. The amount of each Participant’s Participant Contribution shall be credited to his or her Account. No interest shall accrue at any time for any amount credited to an Account of a Participant.

ARTICLE 5

PURCHASE OF STOCK

5.1 PURCHASE OF COMPANY STOCK. As soon as practicable following the close of each Payroll Period (each such case, the “Purchase Date”), the amount credited to a Participant’s Plan Account shall be transferred by the Employer to the Broker, and the Plan shall cause the Broker to use such amount to purchase shares of Company Stock on the open market on the Participant’s behalf. Any balance remaining after the purchase shall be credited to the Participant’s Share Account and shall be used to purchase additional shares of Company Stock as of the next Purchase Date.

5.2 SHARE ACCOUNTS AND DELIVERY OF COMPANY STOCK.

(a) Company Stock purchased by each Participant under the Plan shall be posted to the Participant’s Share Account as soon as practicable after, and credited to such Share Account as of, each Purchase Date. Dividends on shares of Company Stock held in a Participant’s Share Account shall be credited to such Participant’s Share Account.

(b) Certificates representing the number of full shares of Company Stock held in a Participant’s Share Account will be delivered to such Participant as soon as administratively practicable after the Participant submits a request for the delivery of such shares pursuant to procedures established by the Committee. The time of delivery of shares may be postponed for such period as may be necessary to comply with the registration requirements under the Securities Act of 1933, as amended, the listing requirements of any securities exchange on which the Company Stock may then be listed, or the requirements under other laws or regulations applicable to the sale of such shares.

5.3 FEES AND COMMISSIONS. The Company shall pay the Broker’s administrative charges for opening the Share Accounts for the Participants and the brokerage commissions on purchases made that are attributable to the purchase of Company Stock with Participant Contributions. Participants shall pay all other expenses of their Share Account, including but not limited to the Broker’s fees attributable to the issuance of certificates for any and all shares of Company Stock held in a Participant’s Share Account. Participants shall also pay the brokerage commissions and any charges associated with the sale of Company Stock held in the Participant’s Share Account, pursuant to Section 5.4 below.

5.4 SALE OF COMPANY STOCK. Any Participant may request the Broker to sell any or all of the shares of Company Stock allocated to his or her Share Account. Unless directed otherwise by the Participant, the Broker shall mail to the Participant a check for the proceeds, less any applicable fees and brokerage commissions and any transfer taxes, registration fees or other normal charges associated with such a sale, as soon as administratively practicable thereafter.

ARTICLE 6

TERMINATION OF EMPLOYMENT

TERMINATION OF EMPLOYMENT. In the event that a Participant’s employment with the Employer terminates for any reason, the Participant will cease to be a Participant in the Plan as of the date of termination. All cash in the Participant’s Account will be transferred to the Participant’s Share Account. The Broker will continue to maintain the Participant’s Share Account on behalf of the Participant; however, the Participant’s Share Account will cease to be administered under or have any other affiliation with the Plan. As of the date of termination of employment, the Participant shall pay for any and all expenses and costs related to his or her Share Account, including but not limited to the brokerage commissions on purchases of shares of Company stock made on or after the date of termination and any other fees, commissions, or charges for which the Participant would otherwise have been responsible for if he or she had continued to be a Participant in the Plan.

ARTICLE 7

PLAN ADMINISTRATION

7.1 PLAN ADMINISTRATION.

(a) Authority to control and manage the operation and administration of the Plan shall be vested in the Board, or a committee (“Committee’) appointed by the Board. Until such time as the Board appoints a Committee to administer the Plan, the Board shall serve as the Committee for purposes of the Plan. The Board or Committee shall have all powers necessary to supervise the administration of the Plan and control its operations.

(b) In addition to any powers and authority conferred on the Board or Committee elsewhere in the Plan or by law, the Board or Committee shall have the following powers and authority:

(i)To designate agents to carry out responsibilities relating to the Plan;

(ii)To administer, interpret, construe and apply this Plan and to answer all questions that may arise or that may be raised under this Plan by a Participant, his or her beneficiary or any other person whatsoever;

(iii)To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan; and

(iv)To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient for the operation of the Plan.

(c) Any action taken in good faith by the Board or Committee in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon a Participant and his or her beneficiaries. All discretionary powers conferred upon the Board and Committee shall be absolute.

7.2 LIMITATION ON LIABILITY. No Employee of the Employer nor any member of the Board or Committee shall be subject to any liability with respect to his or her duties under the Plan unless the person acts fraudulently or in bad faith.

To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any other Employee of the Employer with duties under the Plan who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of the person’s conduct in the performance of his or her duties under the Plan.

ARTICLE 8

COMPANY STOCK

8.1 SHARES OF STOCK. All shares of Company Stock shall be purchased on the open market.

8.2 VOTING COMPANY STOCK. The Participant will have no interest or voting right in shares of Company Stock to be purchased under Article 5 of the Plan until such shares have been purchased.

ARTICLE 9

MISCELLANEOUS MATTERS

9.1 AMENDMENT AND TERMINATION. Since future conditions affecting the Company cannot be anticipated or foreseen, the Board reserves the right to amend, modify, or terminate the Plan at any time; provided, however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the New York Stock Exchange listing standards or any rule promulgated by the United States Securities and Exchange Commission or any securities exchange on which the securities of the Company are listed shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule. Upon termination of the Plan, all benefits shall become payable immediately. Notwithstanding the foregoing, no such amendment or termination shall affect rights previously granted, nor may an amendment make any change in any right previously granted which adversely affects the rights of any Participant without the consent of such Participant.

9.2 TAX WITHOLDING. The Company shall have the right to deduct from all amounts payable to a Participant (whether under this Plan or otherwise) any taxes required by law to be withheld in respect of amounts payable under this Plan.

9.3 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily, except as expressly permitted in this Plan. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.

9.4 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give the right to any Employee to be retained in the employ of the Employer or to interfere with the right of the Employer to discharge any Employee at any time.

9.5 GOVERNING LAW. To the extent not preempted by Federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Florida, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

9.6 NON-BUSINESS DAYS. When any act under the Plan is required to be performed on a day that falls on a Saturday, Sunday or legal holiday, that act shall be performed on the next succeeding day which is not a Saturday, Sunday or legal holiday.

9.7 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the Plan to the contrary, the Committee shall administer the Plan in such a way to insure that the Plan at all times complies with any applicable requirements of Federal securities laws.

Exhibit 31.1 3Q2013

Exhibit 31.1

CERTIFICATIONS

I, George P. Scanlon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fidelity National Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2013



By:		/s/ George P. Scanlon
		George P. Scanlon Chief Executive Officer

Exhibit 31.2 3Q2013

Exhibit 31.2

CERTIFICATIONS

I, Anthony J. Park, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fidelity National Financial, Inc.;


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2013



By:		/s/ Anthony J. Park
		Anthony J. Park Chief Financial Officer

Exhibit 32.1 3Q2013

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.


1.	The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.


2.	The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: November 7, 2013



By:	/s/ George P. Scanlon
	George P. Scanlon
	Chief Executive Officer

Exhibit 32.2 3Q2013

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Financial Officer of Fidelity National Financial, Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.


1.	The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.


2.	The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: November 7, 2013



By:	/s/ Anthony J. Park
	Anthony J. Park
	Chief Financial Officer