425
1
Ventures
Investor Presentation
Spring 2014
Fidelity National Financial
Filed by Fidelity National Financial, Inc.
Pursuant to Rule 425 of the Securities Act of 1933, as
amended, and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934, as amended
Subject Company: Fidelity National Financial, Inc.
Commission File No.: 001-32630
Commission File No. for Registration Statement
on Form S-4: 333-194938


Forward Looking Statements
This presentation may contain forward-looking statements that involve a number of
risks and uncertainties. Statements that are not historical facts, including statements
regarding our expectations, hopes, intentions or strategies regarding the future are
forward-looking statements. Forward-looking statements are based on management's
beliefs, as well as assumptions made by, and information currently available to,
management.
Because
such
statements
are
based
on
expectations
as
to
future
financial and operating results and are not statements of fact, actual results may differ
materially from those projected. We undertake no obligation to update any forward-
looking statements, whether as a result of new information, future events or
otherwise.  The risks and uncertainties which forward-looking statements are subject
to
include,
but
are
not
limited
to:
changes
in
general
economic,
business
and
political
conditions, including changes in the financial markets; a weak U.S. economy,
weakness or adverse changes in the specific businesses in which we operate; our
potential inability to find suitable acquisition candidates; significant competition that
our portfolio companies; compliance with any government regulation of our portfolio
companies; and other risks detailed in the “Statement Regarding Forward-Looking
Information,”
“Risk Factors”
and other sections of Fidelity National Financial, Inc.’s
Form 10-K and other filings with the Securities and Exchange Commission.
2


Legal Disclosure
3
Important
Information
Will
be
Filed
with
the
SEC
Fidelity National Financial, Inc. (“FNF”) has filed with the SEC a Registration Statement on Form S-4 in connection with the
implementation of a tracking stock structure whereby the existing common stock of FNF would be reclassified into two new
tracking stocks (the “Recapitalization”) pursuant to an amendment and restatement of the Certificate of
Incorporation of FNF
(the “Certificate of Incorporation”) including a preliminary Proxy Statement/Prospectus.  The Registration Statement has not yet
become effective.   Following the Registration Statement having been declared effective by the SEC, FNF plans to file with the SEC
and mail to its stockholders a definitive Proxy Statement/Prospectus in connection with the Recapitalization.  INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY FNF, INCLUDING THE DEFINITIVE
PROXY
STATEMENT/PROSPECTUS,
BECAUSE
THEY
CONTAIN
OR
WILL
CONTAIN
IMPORTANT
INFORMATION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by FNF through the web site maintained by the SEC at
www.sec.gov or by directing a request to Fidelity National Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204,
Attention: Investor Relations, Telephone: (904) 854-8100.
FNF, and its respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect
of the transactions contemplated by the Recapitalization.  Information regarding the directors and executive officers of FNF is
contained in FNF’s Form 10-K for the year ended December 31, 2013 and FNF’s 10-K/A filed on May 1, 2014, which are filed with
the SEC.  A more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer
to buy
any
securities,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.


Fidelity National Financial -
Overview
4
Fidelity National
Title Group
Black Knight Holdings, Inc
(1)
FNF Core
Fidelity National Financial
Ventures (“FNFV”)
($1.35 billion in aggregate book value)
(2)
(1)
FNF has a 65% ownership in Black Knight Financial Services, LLC and ServiceLink Holdings, LLC through Black Knight Holdings, Inc., a wholly owned subsidiary of FNF.
(2)
Book
value
as
of
March
31,
2014,
including
$100
mm
proposed
cash
investment
from
FNF.
Excludes
Non-Controlling
Interests
and
other
comprehensive
income
at
Ceridian
and
Comdata.
Fidelity National Financial
(“FNF”)


FNFV -
Overview
In January 2014, FNF announced that it was creating a tracking stock called
Fidelity National Financial Ventures (“FNFV”) that will be distributed to FNF
shareholders once all required regulatory and shareholder approvals are
obtained, which are expected to be completed by June 30, 2014
At the time of distribution, FNFV will be a separate publicly-traded stock (FNFV: NYSE) that
will
track
and
reflect
the
economic
and
financial
performance
of
FNF’s
portfolio
company
investments
The net book value of the portfolio company investments tracked by FNFV was $1.35
billion, including proposed $100 million cash from FNF at closing, or $4.72 per FNF share, as
of March 31, 2014
FNF
shareholders
can
expect
to
receive
1
share
of
FNFV
for
every
3
shares
of
FNF
they
hold
prior to distribution; it is anticipated that FNFV will have approximately 95 million shares
outstanding post-distribution
FNF management and Board of Directors will oversee the operations of FNFV
FNF expects modest incremental costs associated with accounting and regulatory fees to
create and manage FNFV
FNF and FNFV stockholders have same voting rights on matters requiring FNF shareholder
approval (e.g. voting rights pertaining to FNF Board Members, Auditors, Say-on-Pay, etc.)
5


FNFV -
Rationale
FNF made the decision to create FNFV for the following reasons:
FNF believes its portfolio company investments have substantial value which may not be
fully-reflected in FNF’s stock price
The
portfolio
company
investments
contain
a
mix
of
majority
and
minority-owned
businesses,
some
of
which
are
highly
levered
and
do
not
generate
meaningful
adjusted
net earnings, yet have significant underlying value.
The portfolio company investments operate in a variety of industries that are outside of
the real estate and mortgage processing sectors
Post-distribution of FNFV, FNF will be a focused, pure-play, market leading title
insurance, real estate and mortgage transaction processing businesses
The creation of FNFV allows investors the opportunity to own either or both FNF’s core
business and/or FNFV’s portfolio company investments
With the closing of the LPS acquisition, FNF’s cash resources will be focused on
maximizing
the
value
of
its
core
market
leading
title
insurance,
real
estate
and
mortgage
transaction processing businesses, repaying debt, paying dividends and repurchasing
shares
The creation of FNFV will provide greater transparency around the inherent
value of the portfolio company investments, with the objective of maximizing
returns for FNFV stockholders
6


FNFV –
Tracker Details
Tracking stock structure provides FNFV with full flexibility of investment and liquidity
options for its portfolio company investments
Ability
to
invest
in
growth
opportunities
for
existing
portfolio
companies
and/or
new
non-core
investment opportunities using FNFV financial resources
Ability
to
sell
portfolio
company
investments
for
cash
or
common
stock
(proceeds
stay
with
FNFV)
Ability
to
declare
special
cash
or
stock
dividends
to
FNFV
stockholders
using
proceeds
of
a
sale
of a portfolio company investment
Ability to spin-off underlying shares of a portfolio company investment to FNFV shareholders
Post-distribution relationship between FNF and FNFV
FNFV will be governed and managed by FNF’s management and Board of Directors
At formation, FNF will provide FNFV $100 million in cash and $100 million in a revolving debt
facility that FNFV can use for investment purposes in existing or new opportunities 
Any cash investments made by FNFV in excess of these amounts must be funded using FNFV
financial resources
FNF will also fund certain FNFV non-investment cash requirements such as corporate costs and
working capital needs 
Tracking
stock
distribution
is
subject
to
FNF
stockholder
approval
June
18,
2014
7


FNFV –
Tracker Details
FNFV is not obligated to make any new investments if suitable
investment opportunities are not discovered
No requirement for FNFV to hire additional investment resources or raise
new investment capital
FNF has the right to convert FNFV common stock into FNF common
stock in a stock-for-stock transaction at a declining premium to
FNFV’s stock price, beginning at a 10% premium for the first year of
trading to no premium after the fifth year of trading
No premium is available for a conversion connected with a sale or
distribution of all, or substantially all, of the assets of the portfolio
companies
The existing Long-Term Incentive Plan (“LTIP”) related to certain
portfolio company investments will be part of FNFV
8


FNFV -
Strategy
Ownership:
Take meaningful minority or control positions in
quality companies that are well-positioned in their respective
industries, run by best in class management teams and that
compete in industries that have attractive organic and add-on
M&A growth opportunities
Operations:
Ability to leverage FNF’s operational expertise and
track record of growing industry-leading companies including
FNF, FIS and LPS
Governance:
Direct representation on the Board of Directors
and actively interface with company management
Monetization Strategies:
Pursue liquidity events, including
public offerings, a sale to a third party or spin-offs, at the
appropriate time given each investment’s unique attributes, but
typically within 3 to 5 years of initial ownership
9


10
$332 mm
25%
(1)
(1)
Excludes
other
comprehensive
income
of
($76.8)
million;
Ceridian
and
Comdata
are
owned
through
a
common
holding
company
(2)
Includes Stillwater Insurance Group, Triple Tree Holdings, Fidelity National Timber Resources, Fidelity National
Environmental Solutions, Northern California Mortgage Fund, FNF Imaging and Wine Direct and $100 mm cash from FNF
FNFV Portfolio Company Investments –
$1.35 Billion Book Value
Other
(2)
$259 mm
19%
$332 mm
25%
(1)
$313 mm
23%
$148 mm
11%
$128 mm
10%
$68 mm
5%
$99 mm
7%
32% owned
32% owned
51% owned


Significant Portfolio Company Investments
11
Premier food service
company, operating
approximately 640 company
owned and franchise family
and casual dining restaurants
in more than 40 states
Nation’s leading employee
benefits platform specializing
in health insurance
distribution and benefits
management for small and
mid-sized businesses
$110 mm cash equity
investment; 55% ownership
position
$156 mm cash investment
(51% ownership), own
16.3mm shares with market
value of $400 mm+ as of
03/31/14 –
trades on
NASDAQ under ticker
symbol “REMY”
Acquired in December 2012
for approximately $100 mm
Premier food service
company, operating 40
upscale dining restaurants
$90 mm cash equity
investment; 87% ownership
position
2013 revenue: $69 mm
2013 EBITDA: $16 mm
2013 EBITDA margin: 23%
2013 revenue: $189 mm
2013 Adj. EBITDA: $17 mm
2013 Adj. EBITDA margin: 9%
A leading worldwide
manufacturer,
remanufacturer and
distributor of starters
and alternators for light
vehicle and commercial
vehicle applications,
locomotive products and
hybrid electric motors
2013 revenue: $1.1B
2013 Adj. EBITDA: $139 mm
2013 Adj. EBITDA margin:
12.4%
Business
Description
Investment /
Current
Ownership
Summary
Financials
2013 revenue: $1.2B
2013 Adj. EBITDA: $66 mm
2013 Adj. EBITDA margin:
5.5%


Significant Portfolio Company Investments
12
Business
Description
Business
Description
Investment/ 
Current
Ownership
Investment/ 
Current
Ownership
Financial
Information
Financial
Information
2013 revenue: $914 mm
2013 EBITDA: $186 mm
2013 EBITDA margin: 20%
2013 revenue: $581 mm
2013 EBITDA: $261 mm
2013 EBITDA margin: 45%
32% equity ownership
position through holding
company of Ceridian;
combined Ceridian/Comdata
current $332 mm book equity
investment; $491 original
combined cash investment
32% equity ownership
position through holding
company of Comdata;
combined Comdata/Ceridian
current $332 mm book
equity investment; $491
original combined cash
investment
A leading provider of global
human capital
management solutions and
payment solutions
A leading provider of
innovative payment
solutions, including
electronic payments and
fleet solutions


FNFV -
Portfolio Company Investments
13
Company
Book Value
3/31/14
Comments
Comparable Company
Multiples
Ceridian & ComData
(1)
$331,840
On FNF books at approximately
10x 2013 EBITDA
14x -
17x EBITDA
(4)
Remy
313,453
$19.25 book value
$24.63 stock price on 5/2/14
American Blue Ribbon
147,610
On FNF books at approximately
4x 2103 EBITDA
8x-11x EBITDA
(5)
J. Alexander’s
(2)
99,438
On FNF books at approximately
6x 2013 EBITDA
9x-13x EBITDA
(6)
Digital Insurance
(3)
128,128
On FNF books at approximately
8x 2013 EBITDA
10x -
14x EBITDA
(7)
Cascade
67,538
On FNF books at cost
Other
159,545
On FNF books at cost
Subtotal
$1,247,552
Cash from FNF
100,000
Total Book Value
$1,347,552
Book Value per Share
$4.72
Millions, except per share data
(1) Excludes other comprehensive income of ~($76.8M)
(2) Includes $20M of debt at 12.5%; value reflects 87% FNF ownership
(3) Includes $58.5M of debt at 8%
(4) Comps represent HR SaaS firms and transaction processors such as ADP, Paychex, Concur Technologies, FleetCore and  WEX, Inc.
(5) Comps represent family and casual restaurants such as Cracker Barrel, Darden Restaurants, Brinker International and Dine Equity
(6) Comps represent public upscale dining companies such as Del Frisco's, Kona Grill and Ruth Chris
(7) Comps represent insurance brokers such as Arthur J. Gallagher, AON and Willis Group


FNFV -
Selected Financial Highlights
14
(1)
Adjusted EBITDA is adjusted for Realized gain/losses, Remy depreciation included in cost of sales and one time charges in 2013 of $17M related to Ceridian and $21M in Q12014. Adjusted net income and Adjusted EPS also excludes
purchase price amortization, net of tax, of $0M, $14M, and $42M and $8M for each of 2011, 2012, 2013 and Q1 2014, respectively.
(2)
Free cash flow is calculated as cash flow from operations less capital expenditures. CapEx for each of 2011, 2012, 2013 and Q1 2014, respectively was $0, $43M, and $78M and $12 M.
$mm’s except per share data
2011
2012
2013
Q1 2013
Q1 2014
Total Revenue
$18
$1,535
$2,609
$656
$686
Adjusted EBITDA
(1)
$1
$50
$177
$41
$58
Pre-Tax Earnings
($1)
$166
($25)
($9)
$21
Adjusted Net Earnings
(1)
$86
$39
$30
$4
$10
Adjusted Diluted EPS
(1)
$0.39
$0.17
$0.13
$0.02
$0.04
Free Cash Flow
(2)
$  -
$101
$59
($23)
($59)
GAAP Net Earnings
$86
$166
($34)
($6)
($16)
GAAP Diluted EPS
$0.39
$0.73
($0.14)
($0.03)
($0.06)


FNFV -
Summary Balance Sheet
15
March 31, 2014
Cash and Investments
$    480
Goodwill and Other Intangible Assets
982
Other Assets
1,168
Total Assets
$2,630
Notes Payable
$376
Other Liabilities
480
Total Liabilities
856
FNF Shareholders’
Equity
1,774
Non-controlling interests
467
Total Equity
1,307
Total Liabilities and Equity
$2,630