FNF 10-K Annual Report Dec. 31, 2017 | Alphaminr
Fidelity National Financial, Inc.
ALPHAMINR

FNF 10-K Fiscal year ended Dec. 31, 2017

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FIDELITY NATIONAL FINANCIAL, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosure About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIPart IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-k

Exhibits

2.1 Securities Exchange and Distribution Agreement between Old FNF and the Registrant, dated as of June25, 2006, as amended and restated as of September18, 2006 (incorporated by reference to AnnexA to the Registrants Schedule14C filed on September19, 2006 2.2 Agreement and Plan of Merger, dated as of May 28, 2013, among Fidelity National Financial, Inc., Lion Merger Sub, Inc. and Lender Processing Services, Inc. (incorporated by reference to Exhibit 2.1 to Fidelity National Financial, Inc.s Current Report on Form 8-K, filed on May 28, 2013) 2.3 Reorganization Agreement, dated as of June8, 2017, by and among Fidelity National Financial,Inc., Black Knight Holdings,Inc., and New BKH Corp. (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed on June 9, 2017) 2.4 Agreement and Plan of Merger, dated as of June8, 2017, by and among Fidelity National Financial,Inc., New BKH Corp., Black Knight Financial Services,Inc., Black Knight Holdco Corp., New BKH Merger Sub,Inc., and BKFS Merger Sub,Inc. (incorporated by reference to Exhibit 2.2 to the Registrants Current Report on Form 8-K filed on June 9, 2017) 3.1 Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on June 30, 2014) 3.2 Fourth Amended and Restated Bylaws of Fidelity National Financial, Inc., February 1, 2017 (incorporated by reference to Exhibit 3.1 to Fidelity National Financial, Inc.s Current Report on Form 8-K, dated February 2, 2017) 4.2 First Supplemental Indenture between the Registrant and the Bank of New York TrustCompany, N.A., dated as of January6, 2006 (incorporated by reference to Exhibit4.1 to the Registrants Current Report on Form8-K filed on January24, 2006) 4.3 Second Supplemental Indenture, dated May5, 2010, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 5, 2010) 4.4 Third Supplemental Indenture, dated as of June 30, 2014, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 30, 2014) 4.5 Form of Subordinated Indenture between the Registrant and the Bank of New York TrustCompany, N.A. (incorporated by reference to Exhibit4.2 (A) to the Registrants Registration Statement on FormS-3 filed on November14, 2007) 4.6 Form of 4.25% Convertible Senior Note due August 2018 (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K filed on August 2, 2011) 4.7 Specimen certificate for shares of the Registrants FNF Group common stock, par value $0.0001 per Share (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-4/A filed on May 5, 2014) 10.1 Fourth Amended and Restated Credit Agreement, dated as of April 27, 2017, by and among Fidelity National Financial, Inc., a Delaware corporation, as the borrower, Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 2, 2017) 10.5 Fidelity National Financial, Inc. Deferred Compensation Plan, as amended and restated, effective January1, 2009 (incorporated by reference to Exhibit10.18 to the Registrants Annual Report on Form10-K for the year ended December31, 2008) (1) 10.6 Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (1) (incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015) 10.7 Form of Notice of FNF Group Stock Option Award and FNF Group Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2015 Awards (incorporated by reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015)(1) 10.8 Form of Notice of Stock Option Award and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for November 2013 Awards (incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2013)(1) 10.9 Form of Notice of Stock Option Grant and Stock Option Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1) 10.12 Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October10, 2008 (incorporated by reference to Exhibit10.11 to Registrants Annual Report on Form10-K for the year ended December31, 2008) (1) 10.13 Amendment effective February4, 2010 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park, effective as of October10, 2008 (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1) 10.14 Amendment effective as of July 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)(1) 10.15 Amendment effective as of January 1, 2012 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.16 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011)(1) 10.16 Amendment effective February4, 2010 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2009) 10.17 Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett, effective July 2, 2008 (1) 10.18 Director Services Agreement between Fidelity National Financial, Inc. and William P. Foley, II (incorporated by reference to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2015) (1) 10.19 Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October10, 2008 (1) (incorporated by reference to Exhibit10.16 to Registrants Annual Report on Form10-K for the year ended December31, 2008) 10.20 Amendment effective February4, 2010 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk, effective as of October10, 2008 (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009) (1) 10.21 Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of January30, 2013 (incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1) 10.22 Amendment No. 2 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle, effective as of March 1, 2015 (incorporated by reference to Exhibit10.2 to the Registrants Quarterly Report on Form10-Q for the quarter ended March 31, 2015) (1) 10.23 Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski, effective as of February 4, 2010 (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012) (1) 10.24 ServiceLink Holdings, LLC 2013 Management Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on January 15, 2014)(1) 10.25 Form of ServiceLink Holdings, LLC Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on January 15, 2014)(1) 10.26 ServiceLink Holdings, LLC Incentive Plan (incorporated by reference to Exhibit 10.6 to the to the Registrants Current Report on Form 8-K filed on January 15, 2014) (1) 10.27 Amendment effective May 3, 2016 to Director Services Agreement between the Registrant and William P. Foley II (incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.28 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Raymond R. Quirk (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.29 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Brent B. Bickett (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.30 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Anthony J. Park (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.31 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Michael L. Gravelle (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.32 Amendment effective May 3, 2016 to Amended and Restated Employment Agreement between the Registrant and Peter T. Sadowski (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.33 Employment Agreement between the Registrant and Michael Nolan effective March 2, 2016 (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.34 Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Michael Nolan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.35 Employment Agreement between the Registrant and Roger Jewkes effective March 3, 2016 (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.36 Amendment effective May 3, 2016 to Employment Agreement between the Registrant and Roger Jewkes (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) (1) 10.37 Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement (Time-Based) under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for March 2016 Awards (incorporated by reference to Exhibit 10.58 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016) (1) 10.38 Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for December 2016 Awards (incorporated by reference to Exhibit 10.59 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016)(1) 10.39 Form of Notice of FNF Group Restricted Stock Grant and FNF Group Restricted Stock Award Agreement under Amended and Restated Fidelity National Financial, Inc. 2005 Omnibus Incentive Plan for October 2017 Awards (1) 10.40 Tax Matters Agreement, dated as of November17, 2017, by and between Fidelity National Financial,Inc. and Cannae Holdings,Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 20, 2017) 21.1 Subsidiaries of the Registrant 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification by Chief Executive Officer of Periodic Financial Reports pursuant to Section906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section1350 32.2 Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section906 of the Sarbanes-Oxley Act of 2002, 18U.S.C. Section1350