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1、FIDELITY NATIONAL FINANCIAL,INC.2011 annual reportFIDELITY NATIONAL FINANCIAL,INC.1Total RevenueNet EarningsTotal EquityPre-Tax Title Margin,Excluding Realized Gains and Losses$5,521$222$3,3456.6%$4,840$370$3,65610.9%101010100909090911111111$5,413$370$3,4447.7%FINANCIAL HIGHLIGHTS(Dollars in million
2、s,except per share amounts)201120102009INCome STATemeNT/STATemeNT oF CASH FLoWS:Year Ended December 31,Total Revenue$4,840$5,413$5,521 Net Earnings$370$370$222 Diluted Net Earnings per Share$1.66$1.61$0.97 Pre-Tax Title Margin,Excluding Realized Gains and Losses 10.9%7.7%6.6%bALANCe SHeeT:At Decembe
3、r 31,Total Assets$7,862$7,888$7,934 Cash and Investment Portfolio$4,717$4,939$4,888 Reserve for Claim Losses$1,913$2,270$2,539 Total Equity$3,656$3,444$3,345William P.FoleyGeorge P.Scanlon2 FIDELITY NATIONAL FINANCIAL,INC.To our SHAreHoLderS2011 was another successful year for our company.For the fu
4、ll-year 2011,total revenue was$4.8 billion and net earnings were$370 million,or$1.66 per diluted share.Despite a continued challenging environment for our title business,we were able to improve our title pre-tax margin,excluding realized gains and losses,by 320 basis points versus 2010.Our commercia
5、l business was particularly strong,producing$365 million in revenue,which was 25%growth over 2010.We came into 2011 facing a significant projected decline in mortgage originations.Despite the challenging market outlook,we committed to taking the necessary actions to protect our margins and to mainta
6、in industry leadership in profitability.Our shared services costs declined over$80 million,or 22%,in 2011 as we moved aggressively in making difficult,but necessary decisions.We achieved greater productivity in our claims management processes,and while we are still paying a considerable amount of cl
7、aims,we were able to lower our open claim count by 10%,reduce our claims management expenses by 23%and lower our average cost of settlement by 19%.Our field operations maintained their usual level of cost discipline.The revenue environment actually proved to be better than most expected,as we benefi
8、tted from the second half strength of refinancing,an improving commercial market and a steady,if unspectacular,resale market.Our ServiceLink operations,which focus on centralized refi processing and default management services,had a very strong year,producing 11%revenue growth and a 46%increase in p
9、re-tax earnings.The end result for the company was a title pre-tax margin,excluding realized gains and losses,of 10.9%versus 7.7%in 2010.While the outlook for 2012 remains muted,we are encouraged by our 2011 performance and excited about the margin potential for our title business when the market re
10、aches further stabilization.We were successful in closing the sale of our flood insurance business in November.The total sale price was approximately$210 million,generating a$95 million after-tax gain,or$0.43 per diluted share,in the fourth quarter results.We also signed a definitive agreement to se
11、ll an 85%interest in our personal lines business in late December for approximately$119 million,which resulted in a$9 million net loss,or($0.04)per diluted share.We expect to close this transaction in the first half of 2012.These two divestitures will produce total sales proceeds of approximately$32
12、9 million,including$254 million in cash and$75 million in an eighteen month note receivable,allowing us to redeploy the capital into other uses that we expect to generate higher future returns and greater value for our shareholders.In February 2012,we announced the signing of a definitive agreement
13、to acquire all of the outstanding common stock of OCharleys that we do not currently own for$9.85 per share in cash.We commenced a tender offer in late February and expect to complete that process on April 2nd,assuming a majority of the We are proud of what we were able to accomplish in 2011.FIDELIT
14、Y NATIONAL FINANCIAL,INC.3outstanding shares,including our 9.5%ownership position,are tendered.We have been seeking an investment in a larger,scalable,strategic restaurant operating company to complement our successful investment in American Blue Ribbon Holdings(“ABRH”).With more than 340 restaurant
15、s and over$800 million in revenue,OCharleys is an attractive company with three proven restaurant concepts in OCharleys,Ninety Nine and Stoney River Legendary Steaks.There is a real opportunity to continue to improve the operating performance at OCharleys and to build on their current momentum.We lo
16、ok forward to having the ABRH and OCharleys teams working toward that end.ABRH operates more than 220 company-owned restaurants,nearly 140 franchised restaurants and generates approximately$455 million in annual revenue.We also look forward to the successful completion of the tender offer and to wel
17、coming all of the OCharleys concepts and employees to the FNF restaurant family.We remain optimistic about the potential of our three minority-owned subsidiaries to create future value for our shareholders.Ceridian,a leading provider of global human capital management and payments solutions,produced
18、 nearly$1.6 billion in revenue and approximately$300 million in EBITDA during 2011.With the recent announced planned acquisition of Dayforce Corporation,Ceridian gains development and delivery expertise and innovative technology to position itself for transformation to a Software as a Service(“Saas”
19、)provider utilizing cloud technology.Remy International 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 with$1.2 billion in revenue and$165 million
20、 in EBITDA in 2011.We are hopeful that we will have the opportunity to highlight the value of this investment through a monetization event in 2012.American Blue Ribbon Holdings operates more than 220 company-owned restaurants,nearly 140 franchised restaurants and generated approximately$455 million
21、in revenue in 2011 through the Village Inn,Bakers Square,Max&Ermas and Legendary Baking concepts.We look forward to leveraging the ABRH and OCharleys platforms and continuing to drive strong operating performance in our restaurant operations.We are proud of what we were able to accomplish in 2011.Th
22、ese results were achieved through the efforts of our dedicated employees and their bias for action and commitment to high-quality customer service.We remain committed to leading the title insurance industry in profitability and continuing to create value for our shareholders in 2012 and beyond.Thank
23、 you for your support.William P.Foley,II George P.ScanlonChairman of the Board Chief Executive Officer4 FIDELITY NATIONAL FINANCIAL,INC.title insurance through the FnF family of underwriters offers strength,expertise,service,protection and piece of mind for a familys most valuable asset.FIDELITY NAT
24、IONAL FINANCIAL,INC.5service link,FnFs national lender platform,provides a full suite of origination and default related products and services to national and regional mortgage originators and servicers.6 FIDELITY NATIONAL FINANCIAL,INC.Fidleity national Home Warranty is committed to providing home
25、protection,service and value for each and every customer so they can enjoy their homes while Fidelity national Home Warranty protects their investment.FIDELITY NATIONAL FINANCIAL,INC.7ceridian provides global human capital management and payment solutions helping organizations control costs,save tim
26、e,optimize their workforce,grow revenue,and minimize financial risk.8 FIDELITY NATIONAL FINANCIAL,INC.remy drives high power fuel efficiency solutions for the open road as the market leader in alternators and starters for light duty and heavy duty equipment.customers can count on enhanced performanc
27、e and superior reliability from the delco remy name.FIDELITY NATIONAL FINANCIAL,INC.9as owner and operator of village inn,Bakers square and max&ermas,american Blue riBBon Holdings has a passion to serve and is in the business of satisfying guests hunger for lifes simple pleasures.10 FIDELITY NATIONA
28、L FINANCIAL,INC.Fis is the worlds largest global provider dedicated to banking and payment technologies,serving more than 14,000 institutions in more than one 100 countries.Fis was spun off to FnF shareholders in 2006 and FnF reacquired an interest in 2009.FIDELITY NATIONAL FINANCIAL,INC.11cascade t
29、imBerlands owns more than 200,000 acres of land on the eastern side of the cascade mountain range in oregon,including one parcel that is entitled for development.FIDELITY NATIONAL FINANCIAL,INC.F O R M10k UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL R
30、EPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the Fiscal Year Ended December 31,2011 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File No.1-32630 _ Fidelity National Financial,Inc.(Exact name of registrant as spec
31、ified in its charter)Delaware(State or other jurisdiction of incorporation or organization)601 Riverside AvenueJacksonville,Florida 32204(Address of principal executive offices,including zip code)16-1725106(I.R.S.Employer Identification No.)(904)854-8100(Registrants telephone number,including area c
32、ode)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassCommon Stock,$0.0001 par value Name of Each Exchange on Which RegisteredNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seas
33、oned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 o
34、r 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 No Indicate by check mark whether the registrant has submitted el
35、ectronically 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 f
36、iles).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405)is not contained herein,and will not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this For
37、m 10-K,or any amendment to this Form 10-K.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 12
38、b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer(Do not check if a smaller reporting company)Smaller reporting company Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregat
39、e market value of the shares of the common stock held by non-affiliates of the registrant as of June 30,2011 was$3,332,281,166 based on the closing price of$15.74 as reported by the New York Stock Exchange.As of January 31,2012,there were 221,572,801 shares of Common Stock outstanding.The informatio
40、n in Part III hereof is incorporated herein by reference to the registrants Proxy Statement on Schedule 14A for the fiscal year ended December 31,2011,to be filed within 120 days after the close of the fiscal year that is the subject of this Report.diFIDELITY NATIONAL FINANCIAL,INC.FORM 10-KTABLE OF
41、 CONTENTS PageNumberPART IItem 1.Item 1A.Item 1B.Item 2.Item 3.PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.PART IIIItem 10.Item 11.Item 12.Item 13.Item 14.PART IVItem 15.Business.Risk Factors.Unresolved Staff Comments.Properties.Legal Proceedings.Market for Registrants Common E
42、quity,Related Stockholder Matters and Issuer Purchases of Equity Securities.Selected Financial Data.Managements Discussion and Analysis of Financial Condition and Results of Operations.Quantitative and Qualitative Disclosure About Market Risk.Financial Statements and Supplementary Data.Changes in an
43、d Disagreements With Accountants on Accounting and Financial Disclosure.Controls and Procedures.Other Information.Directors and Executive Officers of the Registrant.Executive Compensation.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Certain Relations
44、hips and Related Transactions,and Director Independence.Principal Accounting Fees and Services.Exhibits,Financial Statement Schedules.11317171720222644468787878787878787871PART IItem 1.Business We are a holding company that through our subsidiaries provides title insurance,mortgage services and dive
45、rsified services.We are the nations largest title insurance company through our title insurance underwriters Fidelity National Title,Chicago Title,Commonwealth Land Title,and Alamo Title which collectively issued more title insurance policies in 2011 than any other title company in the United States
46、.We own a minority interest in Ceridian Corporation(“Ceridian”),a leading provider of global human capital management and payment solutions.We also own a minority interest in Remy International,Inc.(“Remy”),a leading designer,manufacturer,remanufacturer,marketer and distributor of aftermarket and or
47、iginal equipment electrical components for automobiles,light trucks,heavy-duty trucks and other vehicles;and American Blue Ribbon Holdings,LLC,an owner and operator of the Village Inn,Bakers Square and Max&Ermas restaurants.During 2010,we completed a project to reduce the number of our title insuran
48、ce underwriters in order to eliminate certain legal,operating and oversight costs associated with operating multiple separate and independent underwriters.Our remaining four principal title insurance underwriters are Fidelity National Title,Chicago Title,Commonwealth Land Title,and Alamo Title.Secur
49、ity Union Title and Ticor Title were merged into Chicago Title.Lawyers Title was merged into Fidelity National Title.We currently have two reporting segments as follows:Fidelity National Title Group.This segment consists of the operations of FNFs title insurance underwriters and related businesses.T
50、his segment provides core title insurance and escrow and other title related services including collection and trust activities,trustees sales guarantees,recordings and reconveyances,and home warranty insurance.Corporate and Other.The corporate and other segment consists of the operations of the par
51、ent holding company,certain other unallocated corporate overhead expenses,other smaller operations,and our share in the operations of certain equity investments,including Ceridian and Remy.Competitive StrengthsWe believe that our competitive strengths include the following:Leading title insurance co
52、mpany.We are the largest title insurance company in the United States and a leading provider of title insurance and escrow and other title-related services for real estate transactions.Through the third quarter of 2011,our insurance companies had a 35%share of the U.S.title insurance market,accordin
53、g to the American Land Title Association(ALTA).Established relationships with our customers.We have strong relationships with the customers who use our title services.Our distribution network,which includes over 1,100 direct residential title offices and over 5,000 agents,is among the largest in the
54、 United States.We also benefit from strong brand recognition in our multiple title brands that allows us to access a broader client base than if we operated under a single consolidated brand and provides our customers with a choice among brands.Strong value proposition for our customers.We provide o
55、ur customers with title insurance and escrow and other title-related services that support their ability to effectively close real estate transactions.We help make the real estate closing more efficient for our customers by offering a single point of access to a broad platform of title-related produ
56、cts and resources necessary to close real estate transactions.Proven management team.The managers of our operating businesses have successfully built our title business over an extended period of time,resulting in our business attaining the size,scope and presence in the industry that it has today.O
57、ur managers have demonstrated their leadership ability during numerous acquisitions through which we have grown and throughout a number of business cycles and significant periods of industry change.Competitive cost structure.We have been able to maintain competitive operating margins in part by moni
58、toring our businesses in a disciplined manner through continual evaluation of order activity and management of our cost structure.When compared to our industry competitors,we also believe that our structure is more efficiently designed which allows us to operate with lower overhead costs.Commercial
59、title insurance.While residential title insurance comprises the majority of our business,we believe that we are the largest provider of commercial real estate title insurance in the United States.Our network of agents,attorneys,underwriters and closers that service the commercial real estate markets
60、 is one of the largest in the industry.Our commercial network combined with our financial strength makes our title insurance operations attractive to large national lenders that require the underwriting and issuing of larger commercial title policies.2Corporate principles.A cornerstone of our manage
61、ment philosophy and operating success is the six fundamental precepts upon which we were founded,which are:Autonomy and entrepreneurship;Bias for action;Customer-oriented and motivated;Minimize bureaucracy;Employee ownership;and Highest standard of conduct.These six precepts are emphasized to our em
62、ployees from the first day of employment and are integral to many of our strategies described below.We believe that our competitive strengths position us well to take advantage of any improvements in the real estate market in future years.Strategy Fidelity National Title GroupOur strategy in the tit
63、le insurance business is to maximize operating profits by increasing our market share and managing operating expenses throughout the real estate business cycle.To accomplish our goals,we intend to:Continue to operate multiple title brands independently.We believe that in order to maintain and streng
64、then our title insurance customer base,we must operate our strongest brands in a given marketplace independently of each other.Our national and regional brands include Fidelity National Title,Chicago Title,Commonwealth Land Title,Lawyers Title,Ticor Title,and Alamo Title.In our largest markets,we op
65、erate multiple brands.This approach allows us to continue to attract customers who identify with a particular brand and allows us to utilize a broader base of local agents and local operations than we would have with a single consolidated brand.Consistently deliver superior customer service.We belie
66、ve customer service and consistent product delivery are the most important factors in attracting and retaining customers.Our ability to provide superior customer service and provide consistent product delivery requires continued focus on providing high quality service and products at competitive pri
67、ces.Our goal is to continue to improve the experience of our customers,in all aspects of our business.Manage our operations successfully through business cycles.We operate in a cyclical industry and our ability to diversify our revenue base within our core title insurance business and manage the dur
68、ation of our investments may allow us to better operate in this cyclical business.Maintaining a broad geographic revenue base,utilizing both direct and independent agency operations and pursuing both residential and commercial title insurance business help diversify our title insurance revenues.We c
69、ontinue to monitor,evaluate and execute upon the consolidation of administrative functions,legal entity structure,and office consolidation,as necessary,to respond to the continually changing marketplace.We maintain shorter durations on our investment portfolio to mitigate our interest rate risk and,
70、in a rising interest rate environment,to increase our investment revenue,which may offset some of the decline in premiums and service revenues we would expect in such an environment.A more detailed discussion of our investment strategies is included in“Investment Policies and Investment Portfolio.”C
71、ontinue to improve our products and technology.As a national provider of real estate transaction products and services,we participate in an industry that is subject to significant change,frequent new product and service introductions and evolving industry standards.We believe that our future success
72、 will depend in part on our ability to anticipate industry changes and offer products and services that meet evolving industry standards.In connection with our service offerings,we are continuing to deploy new information system technologies to our direct and agency operations.We expect to improve t
73、he process of ordering title and escrow services and improve the delivery of our products to our customers.Maintain values supporting our strategy.We believe that our continued focus on and support of our long-established corporate culture will reinforce and support our business strategy.Our goal is
74、 to foster and support a corporate culture where our employees and agents seek to operate independently and profitably at the local level while forming close customer relationships by meeting customer needs and improving customer service.Utilizing a relatively flat managerial structure and providing
75、 our employees with a sense of individual ownership supports this goal.3 Effectively manage costs based on economic factors.We believe that our focus on our operating margins is essential to our continued success in the title insurance business.Regardless of the business cycle in which we may be ope
76、rating,we seek to continue to evaluate and manage our cost structure and make appropriate adjustments where economic conditions dictate.This continual focus on our cost structure helps us to better maintain our operating margins.Acquisitions,Dispositions,Minority Owned Operating Subsidiaries and Fin
77、ancingsAcquisitions have been an important part of our growth strategy.On an ongoing basis,with assistance from our advisors,we actively evaluate possible transactions,such as acquisitions and dispositions of business units and operating assets and business combination transactions,as well as possib
78、le means of financing the growth and operations of our business units or raising funds,through securities offerings or otherwise,for debt repayment or other purposes.In the current economic environment,we may seek to sell certain investments or other assets to increase our liquidity.Further,our mana
79、gement has stated that we may make acquisitions in lines of business that are not directly tied to or synergistic with our core operating segments.There can be no assurance,however,that any suitable opportunities will arise or that any particular transaction will be completed.We have made a number o
80、f acquisitions over the past three years to strengthen and expand our service offerings and customer base in our various businesses,to expand into other businesses or where we otherwise saw value.On February 5,2012,we entered into a definitive agreement to acquire all of the outstanding shares of co
81、mmon stock of OCharleys Inc.,which operates more than 340 full-service restaurants under the OCharleys,Ninety Nine and Stoney River Legendary Steaks concepts,that we do not currently own for$9.85 per share in cash.OCharleys Inc.had 21,967,041 shares outstanding as of December 31,2011.We own 2,079,54
82、2 or 9.5%of the outstanding shares of OCharleys Imon stock prior to the tender offer.The transaction is expected to close in May 2012 and is subject to successful completion of the tender and other customary closing conditions.On December 27,2011,we entered into a definitive agreement under which we
83、 will sell an 85%interest in our remaining subsidiaries that write personal lines insurance to WT Holdings,Inc.for approximately$119.0 million.The sales price is subject to typical closing adjustments based on working capital and surplus.The transaction is expected to close by the second quarter of
84、2012 and is subject to regulatory approval and closing conditions.Accordingly,the results of this business(which we refer to as our at-risk insurance business)for all periods presented are reflected as discontinued operations.The at-risk insurance business sale is expected to result in a pre-tax los
85、s of approximately$15.1 million,which was recorded in the fourth quarter of 2011.See note A of the Notes to Consolidated Financial Statements for further details on this transaction.On October 31,2011,we completed the sale of our flood insurance business to WRM America Holdings LLC for$135.0 million
86、 in cash and dividends,and a$75.0 million seller note.The seller note has an eight percent annual interest coupon,with interest payable quarterly and principal payable in full eighteen months subsequent to closing.Accordingly,the results of the flood insurance business for all periods presented are
87、reflected as discontinued operations.The flood insurance business sale resulted in a pre-tax gain of approximately$154.1 million.See note A of the Notes to Consolidated Financial Statements for further details on this transaction.On May 28,2010,we completed the sale of our 32%interest in Sedgwick,ou
88、r former minority-owned affiliate that provides claims management services to large corporate and public sector entities,to a group of private equity funds.We received approximately$225.6 million in proceeds,of which$32.0 million was held in an indemnity escrow and received in 2011,for our ownership
89、 interest,resulting in a pre-tax gain of approximately$98.4 million in 2010.Title Insurance Market for title insurance.While we saw declines from 2007-2010 in the title insurance market in the United States,the market remains large having grown significantly from 1995 until 2005.According to Demotec
90、h Performance of Title Insurance Companies 2011 Edition,an annual compilation of financial information from the title insurance industry that is published by Demotech Inc.,an independent firm(Demotech),total operating income for the entire U.S.title insurance industry grew from$4.8 billion in 1995 t
91、o its highest at$17.8 billion in 2005 and then decreased to$15.2 billion in 2007,$11.3 billion in 2008,$10.7 billion in 2009,and to$10.5 billion in 2010.Growth in the industry is closely tied to various macroeconomic factors,including,but not limited to,growth in the gross domestic product,inflation
92、,unemployment,the availability of credit,consumer confidence,interest rates and sales of and prices for new and existing homes,as well as the volume of refinancing of previously issued mortgages.Most real estate transactions consummated in the U.S.require the use of title insurance by a lending inst
93、itution before the transaction can be completed.Generally,revenues from title insurance policies are directly correlated with the value of the property underlying the title policy,and appreciation or depreciation in the overall value of the real estate market are major factors in total industry reve
94、nues.Industry revenues are also driven by factors affecting the volume of real estate closings,such as the state of 4the economy,the availability of mortgage funding,and changes in interest rates,which affect demand for new mortgage loans and refinancing transactions.Both the volume and the average
95、price of residential real estate transactions have experienced significant declines over the past five years.Beginning in 2008 and continuing through 2011,the mortgage delinquency and default rates caused negative operating results at a number of banks and financial institutions.Multiple banks have
96、failed during this time and others may fail in the future,reducing the capacity of the mortgage industry to make loans.Lenders have tightened their underwriting standards which has made it more difficult for buyers to qualify for new loans.However,during this same period,interest rates were at histo
97、rically low levels,which spurred an increase in refinance activity in 2009-2011.Our revenues in future periods will continue to be subject to these and other factors which are beyond our control and,as a result,are likely to fluctuate.The U.S.title insurance industry is concentrated among a handful
98、of industry participants.According to Demotech the top four title insurance groups accounted for 89.0%of net premiums written in 2010.Over 30 independent title insurance companies accounted for the remaining 11.0%of net premiums written in 2010.Over the years,the title insurance industry has been co
99、nsolidating,beginning with the merger of Lawyers Title Insurance Company(Lawyers)and Commonwealth Land Title Insurance Company(Commonwealth)in 1998 to create LandAmerica Financial Group(LFG),followed by our acquisition of Chicago Title in March 2000.Then,in December 2008,we acquired LFGs two princip
100、al title insurance underwriters,Commonwealth and Lawyers(the LFG Underwriters).Consolidation has created opportunities for increased financial and operating efficiencies for the industrys largest participants and should continue to drive profitability and market share in the industry.Title Insurance
101、 Policies.Generally,real estate buyers and mortgage lenders purchase title insurance to insure good and marketable title to real estate and priority of lien.A brief generalized description of the process of issuing a title insurance policy is as follows:The customer,typically a real estate salespers
102、on or broker,escrow agent,attorney or lender,places an order for a title policy.Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.After the relevant historical data on the property is compile
103、d,the title officer prepares a preliminary report that documents the current status of title to the property,any exclusions,exceptions and/or limitations that the title company might include in the policy,and specific issues that need to be addressed and resolved by the parties to the transaction be
104、fore the title policy will be issued.The preliminary report is circulated to all the parties for satisfaction of any specific issues.After the specific issues identified in the preliminary report are satisfied,an escrow agent closes the transaction in accordance with the instructions of the parties
105、and the title companys conditions.Once the transaction is closed and all monies have been released,the title company issues a title insurance policy.In a real estate transaction financed with a mortgage,virtually all real property mortgage lenders require their borrowers to obtain a title insurance
106、policy at the time a mortgage loan is made.This lenders policy insures the lender against any defect affecting the priority of the mortgage in an amount equal to the outstanding balance of the related mortgage loan.An owners policy is typically also issued,insuring the buyer against defects in title
107、 in an amount equal to the purchase price.In a refinancing transaction,only a lenders policy is generally purchased because ownership of the property has not changed.In the case of an all-cash real estate purchase,no lenders policy is issued but typically an owners title policy is issued.Title insur
108、ance premiums paid in connection with a title insurance policy are based on(and typically a percentage of)either the amount of the mortgage loan or the purchase price of the property insured.Applicable state insurance regulations or regulatory practices may limit the maximum,or in some cases the min
109、imum,premium that can be charged on a policy.Title insurance premiums are due in full at the closing of the real estate transaction.The lenders policy generally terminates upon the refinancing or resale of the property.The amount of the insured risk or“face amount”of insurance under a title insuranc
110、e policy is generally equal to either the amount of the loan secured by the property or the purchase price of the property.The title insurer is also responsible for the cost of defending the insured title against covered claims.The insurers actual exposure at any given time,however,generally is less
111、 than the total face amount of policies outstanding because the coverage of a lenders policy is reduced and eventually terminated as a result of payment of the mortgage loan.A title insurer also generally does not know when a property has been sold or refinanced except when it issues the replacement
112、 coverage.Because of these factors,the total liability of a title underwriter on outstanding policies cannot be precisely determined.5Title insurance companies typically issue title insurance policies directly through branch offices or through affiliated title agencies,or indirectly through independ
113、ent third party agencies unaffiliated with the title insurance company.Where the policy is issued through a branch or wholly-owned subsidiary agency operation,the title insurance company typically performs or directs the title search,and the premiums collected are retained by the title company.Where
114、 the policy is issued through an independent agent,the agent generally performs the title search(in some areas searches are performed by approved attorneys),examines the title,collects the premium and retains a majority of the premium.The remainder of the premium is remitted to the title insurance c
115、ompany as compensation,part of which is for bearing the risk of loss in the event a claim is made under the policy.The percentage of the premium retained by an agent varies from region to region and is sometimes regulated by the states.The title insurance company is obligated to pay title claims in
116、accordance with the terms of its policies,regardless of whether the title insurance company issues policies through its direct operations or through independent agents.Prior to issuing policies,title insurers and their agents attempt to reduce the risk of future claim losses by accurately performing
117、 title searches and examinations.A title insurance companys predominant expense relates to such searches and examinations,the preparation of preliminary title reports,policies or commitments,the maintenance of title plants,”which are indexed compilations of public records,maps and other relevant his
118、torical documents,and the facilitation and closing of real estate transactions.Claim losses generally result from errors made in the title search and examination process,from hidden defects such as fraud,forgery,incapacity,or missing heirs of the property,and from closing related errors.Residential
119、real estate business results from the construction,sale,resale and refinancing of residential properties,while commercial real estate business results from similar activities with respect to properties with a business or commercial use.Commercial real estate title insurance policies insure title to
120、commercial real property,and generally involve higher coverage amounts and yield higher premiums.Residential real estate transaction volume is primarily affected by macroeconomic and seasonal factors while commercial real estate transaction volume is affected primarily by fluctuations in local suppl
121、y and demand conditions for commercial space.Direct and Agency Operations.We provide title insurance services through our direct operations and through independent title insurance agents who issue title policies on behalf of our title insurance companies.Our title insurance companies determine the t
122、erms and conditions upon which they will insure title to the real property according to their underwriting standards,policies and procedures.Direct Operations.In our direct operations,the title insurer issues the title insurance policy and retains the entire premium paid in connection with the trans
123、action.Our direct operations provide the following benefits:higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;continuity of service levels to a broad range of customers;and additional sources of income through escrow and
124、closing services.We have over 1,100 offices throughout the U.S.primarily providing residential real estate title insurance.During 2008 and 2009,as title insurance activity slowed,we closed and consolidated a number of our offices.We continuously monitor the number of direct offices to make sure that
125、 it remains in line with our strategy and the current economic environment.Our commercial real estate title insurance business is operated almost exclusively through our direct operations.We maintain direct operations for our commercial title insurance business in all the major real estate markets i
126、ncluding New York,Los Angeles,Chicago,Atlanta,Dallas,Philadelphia,Phoenix,Seattle and Houston.Agency Operations.In our agency operations,the search and examination function is performed by an independent agent or the agent may purchase the search and examination from us.In either case,the agent is r
127、esponsible to ensure that the search and examination is completed.The agent thus retains the majority of the title premium collected,with the balance remitted to the title underwriter for bearing the risk of loss in the event that a claim is made under the title insurance policy.Independent agents m
128、ay select among several title underwriters based upon their relationship with the underwriter,the amount of the premium“split”offered by the underwriter,the overall terms and conditions of the agency agreement and the scope of services offered to the agent.Premium splits vary by geographic region,an
129、d in some states are fixed by insurance regulatory requirements.Our relationship with each agent is governed by an agency agreement defining how the agent issues a title insurance policy on our behalf.The agency agreement also sets forth the agents liability to us for policy losses attributable to t
130、he agents errors.An agency agreement is usually terminable without cause upon 30 days notice or immediately for cause.In determining whether to engage or retain an independent agent,we consider the agents experience,financial condition and loss history.For each agent with whom we enter into an agenc
131、y agreement,we maintain financial and loss experience records.We also conduct periodic audits of our agents and periodically decrease the number of agents with which we transact business in an effort to reduce future expenses and manage risks.As of December 31,2011,we transact business with over 5,0
132、00 agents.6 Fees and Premiums.One method of analyzing our business is to examine the level of premiums generated by direct and agency operations.The following table presents the perc.91 61.10 Td(manage)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?50.00 56.03 47.78-9.09 re f?/GS0 gs?q 0 0 0 rg BT 50.00
133、 49.10 Td(risks.)Tj ET Q?q 0 0 0 rg BT 73.62 49.10 Td(As)Tj ET Q?q 0 0 0 rg BT 86.95 49.10 Td(of)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?97.78 56.03 78.21-9.09 re f?/GS0 gs?q 0 0 0 rg BT 97.78 49.10 Td(December 31,)Tj ET Q?q 0 0 0 rg BT 156.37 49.10 Td(201)Tj ET Q?q 0 0 0 rg BT 171.18 49.10 Td(1)
134、Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?176.00 56.03 129.69-9.09 re f?/GS0 gs?q 0 0 0 rg BT 176.00 49.10 Td(,)Tj ET Q?q 0 0 0 rg BT 181.00 49.10 Td(we)Tj ET Q?q 0 0 0 rg BT 195.16 49.10 Td(transact)Tj ET Q?q 0 0 0 rg BT 228.75 49.10 Td(business)Tj ET Q?q 0 0 0 rg BT 265.14 49.10 Td(with)Tj ET Q?q
135、 0 0 0 rg BT 285.42 49.10 Td(over)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?305.69 56.03 22.50-9.09 re f?/GS0 gs?q 0 0 0 rg BT 305.69 49.10 Td(5,000)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?328.19 56.03 30.55-9.09 re f?/GS0 gs?q 0 0 0 rg BT 328.19 49.10 Td()Tj ET Q?q 0 0 0 rg BT 330.69 49.10 Td(a
136、gents.)Tj ET Q?endstream?endobj?17 0 obj?endobj?18 0 obj?stream?BT/F1 9.00 Tf ET?BT/F1 9.00 Tf ET?BT/F3 10.00 Tf ET?q 0 0 0 rg BT 303.50 31.60 Td(6)Tj ET Q?BT/F3 1.00 Tf ET?q 0 0 0 rg BT 68.00 742.10 Td()Tj ET Q?BT/F4 10.00 Tf ET?1 1 1 rg?/GS0 gs?68.25 749.04 82.86-9.10 re f?/GS0 gs?q 0 0 0 rg BT 68
137、.25 742.10 Td(Fees)Tj ET Q?q 0 0 0 rg BT 90.28 742.10 Td(and)Tj ET Q?q 0 0 0 rg BT 108.43 742.10 Td(Pr)Tj ET Q?q 0 0 0 rg BT 118.25 742.10 Td(emiums.)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?151.11 749.03 413.39-9.10 re f?/GS0 gs?q 0 0 0 rg BT 151.11 742.10 Td(One)Tj ET Q?q 0 0 0 rg BT 175.93 742.
138、10 Td(method)Tj ET Q?q 0 0 0 rg BT 209.08 742.10 Td(of)Tj ET Q?q 0 0 0 rg BT 220.56 742.10 Td(analyzing)Tj ET Q?q 0 0 0 rg BT 262.58 742.10 Td(our)Tj ET Q?q 0 0 0 rg BT 279.07 742.10 Td(business)Tj ET Q?q 0 0 0 rg BT 316.11 742.10 Td(is)Tj ET Q?q 0 0 0 rg BT 325.94 742.10 Td(to)Tj ET Q?q 0 0 0 rg BT
139、 336.87 742.10 Td(examine)Tj ET Q?q 0 0 0 rg BT 373.89 742.10 Td(the)Tj ET Q?q 0 0 0 rg BT 389.26 742.10 Td(level)Tj ET Q?q 0 0 0 rg BT 411.85 742.10 Td(of)Tj ET Q?q 0 0 0 rg BT 423.33 742.10 Td(premiums)Tj ET Q?q 0 0 0 rg BT 466.48 742.10 Td(generated)Tj ET Q?q 0 0 0 rg BT 508.50 742.10 Td(by)Tj ET
140、 Q?q 0 0 0 rg BT 521.65 742.10 Td(direct)Tj ET Q?q 0 0 0 rg BT 547.57 742.10 Td(and)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?50.00 737.03 74.97-9.09 re f?/GS0 gs?q 0 0 0 rg BT 50.00 730.10 Td(agency)Tj ET Q?q 0 0 0 rg BT 80.82 730.10 Td(operations.)Tj ET Q?BT/F3 10.00 Tf ET?1 1 1 rg?/GS0 gs?68.00
141、716.03 480.38-9.09 re f?/GS0 gs?q 0 0 0 rg BT 68.00 709.10 Td(The)Tj ET Q?q 0 0 0 rg BT 86.05 709.10 Td(following)Tj ET Q?q 0 0 0 rg BT 127.43 709.10 Td(table)Tj ET Q?q 0 0 0 rg BT 149.37 709.10 Td(presents)Tj ET Q?q 0 0 0 rg BT 184.64 709.10 Td(the)Tj ET Q?q 0 0 0 rg BT 199.35 709.10 Td(percentages
142、)Tj ET Q?q 0 0 0 rg BT 249.04 709.10 Td(of)Tj ET Q?q 0 0 0 rg BT 259.88 709.10 Td(our)Tj ET Q?q 0 0 0 rg BT 275.71 709.10 Td(title)Tj ET Q?q 0 0 0 rg BT 293.76 709.10 Td(insurance)Tj ET Q?q 0 0 0 rg BT 334.57 709.10 Td(premiums)Tj ET Q?q 0 0 0 rg BT 377.07 709.10 Td(generated)Tj ET Q?q 0 0 0 rg BT 4
143、18.43 709.10 Td(by)Tj ET Q?q 0 0 0 rg BT 430.93 709.10 Td(direct)Tj ET Q?q 0 0 0 rg BT 456.19 709.10 Td(and)Tj ET Q?q 0 0 0 rg BT 473.13 709.10 Td(agency)Tj ET Q?q 0 0 0 rg BT 503.95 709.10 Td(operations:)Tj ET Q?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 677.6 m?311.5 677.6 l?s?0 0 0 RG?/GS0
144、 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 677.6 m?311.5 677.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 665.6 m?311.5 665.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 645.6 m?311.5 645.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 603.6 m?311.5 603.6 l?s?0 0 0 RG?/GS0 gs?
145、1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 589.6 m?311.5 589.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?263.5 587.6 m?311.5 587.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?311.5 677.6 m?315.5 677.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?311.5 677.6 m?315.5 677.6 l?s?0 0 0 RG?/GS0 gs?1.00
146、 w?0 i?0 d?0 J?0 j?3 M?311.5 665.6 m?315.5 665.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?315.5 677.6 m?359.5 677.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?315.5 677.6 m?359.5 677.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?315.5 665.6 m?359.5 665.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0
147、 i?0 d?0 J?0 j?3 M?315.5 645.6 m?359.5 645.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?315.5 603.6 m?359.5 603.6 l?s?0 0 0 RG?/GS0 gs?1.00 w?0 i?0 d?0 J?0 j?3 M?315.5 603.6 m?359.5 603.6 l?s?0 0 0 RG?/GS0 gs?1.00.Total title insurance premiums.Year Ended December 31,2011Amount(Dollars in milli
148、ons)$1,431.51,829.6$3,261.1%43.9%56.1100.0%2010Amount$1,404.52,236.7$3,641.2%38.6%61.4100.0%2009Amount$1,475.32,452.3$3,927.6%37.6%62.4100.0%The premium for title insurance is due in full when the real estate transaction is closed.We recognize title insurance premium revenues from direct operations
149、upon the closing of the transaction,whereas premium revenues from agency operations include an accrual based on estimates of the volume of transactions that have closed in a particular period for which premiums have not yet been reported to us.The accrual for agency premiums is necessary because of
150、the lag between the closing of these transactions and the reporting of these policies to us by the agent,and is based on estimates utilizing historical information.Geographic Operations.Our direct operations are divided into approximately 150 profit centers.Each profit center processes title insuran
151、ce transactions within its geographical area,which is usually identified by a county,a group of counties forming a region,or a state,depending on the management structure in that part of the country.We also transact title insurance business through a network of over 5,000 agents,primarily in those a
152、reas in which agents are the more prevalent title insurance provider.The following table sets forth the approximate dollar and percentage volumes of our title insurance premium revenue by state.California.Texas.New York.Florida.Illinois.All others.Totals.Year Ended December 31,2011Amount(Dollars in
153、millions)$515.3401.2262.9214.2149.21,718.3$3,261.1%15.8%12.38.06.64.652.7100.0%2010Amount$570.0412.1284.4226.5156.91,991.3$3,641.2%15.7%11.37.86.24.354.7100.0%2009Amount$691.3406.1272.5224.7114.02,219.0$3,927.6%17.6%10.36.95.72.956.6100.0%Escrow,Title-Related and Other Fees.In addition to fees for u
154、nderwriting title insurance policies,we derive a significant amount of our revenues from escrow,title-related and other services,including closing services.The escrow and other services provided by us include all of those typically required in connection with residential and commercial real estate p
155、urchases and refinance activities,as well as default and appraisal services.Escrow,title-related and other fees represented approximately 29.5%,25.9%,and 25.8%of our revenues in 2011,2010,and 2009,respectively.Sales and MarketingWe market and distribute our title and escrow products and services to
156、customers in the residential and commercial market sectors of the real estate industry through customer solicitation by sales personnel.Although in many instances the individual homeowner is the beneficiary of a title insurance policy,we do not focus our marketing efforts on the homeowner.We activel
157、y encourage our sales personnel to develop new business relationships with persons in the real estate community,such as real estate sales agents and brokers,financial institutions,independent escrow companies and title agents,real estate developers,mortgage brokers and attorneys who order title insu
158、rance policies for their clients.While our smaller,local clients remain important,large customers,such as national residential mortgage lenders,real estate investment trusts and developers are an important part of our business.The buying criteria of locally based clients differ from those of large,g
159、eographically diverse customers in that the former tend to emphasize personal relationships and ease of transaction execution,while the latter generally place more emphasis on consistent product delivery across diverse geographical regions and the ability of service providers to meet their informati
160、on 7systems requirements for electronic product delivery.Claims An important part of our operations is the handling of title and escrow claims.We employ a staff of approximately 550 employees in our claims department,over 250 of which are attorneys.We also use the services of outside attorneys.Our c
161、laims processing centers are located in Omaha,Nebraska and Jacksonville,Florida.In-house claims counsel who handle larger claims are also located in other parts of the country.Claims retronic product delivery.Claims An important part of our operations is the handling of title and escrow claims.We em
162、ploy a staff of approximately 550 employees in our claims department,over 250 of which are attorneys.We also use the services of outside attorneys.Our claims processing centers are located in Omaha,Nebraska and Jacksonville,Florida.In-house claims counsel who handle larger claims are also located in
163、 are filed against their interest in the property.Some claimants seek damages in excess of policy limits.Those claims are based on various legal theories,including in some cases allegations of negligence or an intentional tort.We occasionally incur losses in excess of policy limits.Experience shows
164、that most policy claims and claim payments are made in the first six years after the policy has been issued,although claims may also be reported and paid many years later.Title losses due to independent agency defalcations typically occur when the independent agency misappropriates funds from escrow
165、 accounts under its control.Such losses are usually discovered when the independent agency fails to pay off an outstanding mortgage loan at closing(or immediately thereafter)from the proceeds of the new loan.Once the previous lender determines that its loan has not been paid off timely,it will file
166、a claim against the title insurer.Claims can be complex,vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time claims are processed.In our commercial title business,we may issue polices with face amounts well in excess of$100
167、million,and from time to time claims are submitted with respect to large policies.We believe we are appropriately reserved with respect to all claims(large and small)that we currently face.Occasionally we experience large losses from title policies that have been issued or from our escrow operations
168、,or overall worsening loss payment experience,which require us to increase our title loss reserves.These events are unpredictable and adversely affect our earnings.Claims can result in litigation in which we may represent our insured and/or ourselves.We consider this type of litigation to be an ordi
169、nary course aspect of the conduct of our business.Reinsurance and Coinsurance We limit our maximum loss exposure by reinsuring risks with other insurers under excess of loss and case-by-case(“facultative”)reinsurance agreements.Reinsurance agreements provide generally that the reinsurer is liable fo
170、r loss and loss adjustment expense payments exceeding the amount retained by the ceding company.However,the ceding company remains primarily liable in the event the reinsurer does not meet its contractual obligations.Facultative reinsurance agreements are entered into with other title insurers when
171、the transaction to be insured will exceed state statutory or self-imposed limits.Excess of loss reinsurance protects us from a loss from a single occurrence.For 2012,our excess of loss coverage is split into two tiers.The first tier provides coverage for residential and commercial transactions up to
172、$100 million per loss occurrence,subject to a$10 million retention per loss.Prior to any recovery,there is also an additional$5 million aggregate retention.The second tier provides additional coverage for commercial transactions in excess of$100 million of loss per occurrence up to$400 million per o
173、ccurrence,with the Company participating at 20%.In addition to reinsurance,we carry errors and omissions insurance and fidelity bond coverage,each of which can provide protection to us in the event of certain types of losses that can occur in our businesses.Our policy is to be selective in choosing
174、our reinsurers,seeking only those companies that we consider to be financially stable and adequately capitalized.In an effort to minimize exposure to the insolvency of a reinsurer,we review the financial condition of our reinsurers.We also use coinsurance in our commercial title business to provide
175、coverage in amounts greater than we would be willing or able to provide individually.In coinsurance transactions,each individual underwriting company issues a separate policy and assumes a portion of the overall total risk.As a coinsurer we are only liable for the portion of the risk we assume.We al
176、so earn a small amount of additional income,which is reflected in our direct premiums,by assuming reinsurance for certain risks of other title insurers.8Patents,Trademarks and Other Intellectual Property We rely on a combination of contractual restrictions,internal security practices,and copyright a
177、nd trade secret law to establish and protect our software,technology,and expertise.Further,we have developed a number of brands that have accumulated substantial goodwill in the marketplace,and we rely on trademark law to protect our rights in that area.We intend to continue our policy of taking all
178、 measures we deem necessary to protect our copyright,trade secret,and trademark rights.These legal protections and arrangements afford only limited protection of our proprietary rights,and there is no assurance that our competitors will not independently develop or license products,services,or capab
179、ilities that are substantially equivalent or superior to ours.Technology and Research and Development As a national provider of real estate transaction products and services,we participate in a dynamic industry that is subject to significant regulatory requirements,frequent new product and service i
180、ntroductions,and evolving industry standards.We believe that our future success will depend in part on our ability to anticipate industry changes and offer products and services that meet 9Each of our insurance subsidiaries is regulated by the insurance regulatory authority in its respective state o
181、f domicile,as well as that of each state in which it is licensed.The insurance commissioners of their respective states of domicile are the primary regulators of our insurance subsidiaries.Each of the insurers is subject to periodic regulatory financial examination by regulatory authorities,and cert
182、ain of these examinations are currently ongoing.Under the statutes governing insurance holding companies in most states,insurers may not enter into certain transactions,including sales,reinsurance agreements and service or management contracts,with their affiliates unless the regulatory authority of
183、 the insurers state of domicile has received notice at least 30 days prior to the intended effective date of such transaction and has not objected to,or has approved,the transaction within the 30-day period.As a holding company with no significant business operations of our own,we depend on dividend
184、s or other distributions from our subsidiaries as the principal source of cash to meet our obligations,including the payment of interest on and repayment of principal of any debt obligations,and to pay any dividends to our stockholders.The payment of dividends or other distributions to us by our ins
185、urers is regulated by the insurance laws and regulations of their respective states of domicile.In general,an insurance company subsidiary may not pay an“extraordinary”dividend or distribution unless the applicable insurance regulator has received to the intended effective date of such transaction a
186、nd has not objected to,or has approved,the transaction within the 30-day period.As a holding dividend or distribution is statutorily defined as a dividend or distribution that,together with other dividends and distributions made within the preceding 12 months,exceeds the greater of:10%of the insurer
187、s statutory surplus as of the immediately prior year end;or the statutory net income of the insurer during the prior calendar year.The laws and regulations of some jurisdictions also prohibit an insurer from declaring or paying a dividend except out of its earned surplus or require the insurer to ob
188、tain prior regulatory approval.During 2012,our directly owned title insurers can pay dividends or make distributions to us of approximately$107.6 million without prior regulatory approval;however,insurance regulators have the authority to prohibit the payment of ordinary dividends or other payments
189、by our title insurers to us(such as a payment under a tax sharing agreement or for employee or other services)if they determine that such payment could be adverse to our policyholders.The combined statutory capital and surplus of our title insurers was approximately$894.4 million and$900.7 million a
190、s of December 31,2011 and 2010,respectively.The combined statutory(loss)earnings of our title insurers were$140.1 million,$(46.6)million,and$237.2 million for the years ended December 31,2011,2010,and 2009,respectively.As a condition to continued authority to underwrite policies in the states in whi
191、ch our insurers conduct their business,they are required to pay certain fees and file information regarding their officers,directors and financial condition.Pursuant to statutory requirements of the various states in which our insurers are domiciled,they must maintain certain levels of minimum capit
192、al and surplus.Each of our insurers has complied with the minimum statutory requirements as of December 31,2011.Our underwritten title companies are also subject to certain regulation by insurance regulatory or banking authorities,primarily relating to minimum net worth.Minimum net worth requirement
193、s for each underwritten title company are as follows:$7.5 million for Fidelity National Title Company,$2.5 million for Fidelity National Title Company of California,$3.0 million for Chicago Title Company,and$0.4 million for Ticor Title Company of California,Commonwealth Land Title Company,and Lawyer
194、s Title Company.These companies were in compliance with their respective minimum net worth requirements at December 31,2011.We receive inquiries and requests for information from state insurance departments,attorneys general and other regulatory agencies from time to time about various matters relat
195、ing to our business.Sometimes these take the form of civil investigative subpoenas.We attempt to cooperate with all such inquiries.From time to time,we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which require us to pay money or t
196、ake other actions.For a discussion of certain pending matters,see Item 3,Legal Proceedings.Before a person can acquire control of a U.S.insurance company,prior written approval must be obtained from the insurance commissioner of the state in which the insurer is domiciled.Prior to granting approval
197、of an application to acquire control of a domestic insurer,the state insurance commissioner will consider such factors as the financial strength of the applicant,the integrity and management of the applicants Board of Directors and executive officers,the acquirers plans for the insurers Board of Dir
198、ectors and executive officers,the acquirers plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control.Generally,state statutes provide that control over a domestic insurer is presumed to exist if any pe
199、rson,directly or indirectly,owns,controls,holds with the power to vote,or holds 10proxies representing 10%or more of the voting securities of the domestic insurer.Because a person acquiring 10%or more of our common shares would indirectly control the same percentage of the stock of our insurers,the
200、insurance change of control laws would likely apply to such a transaction.The National Association of Insurance Commissioners(NAIC)has adopted an instruction requiring an annual certification of reserve adequacy by a qualified actuary.Because all of the states in which our title insurers are domicil
201、ed require adherence to NAIC filing procedures,each such insurer,unless it qualifies for an exemption,must file an actuarial opinion with respect to the adequacy of its reserves.RatingsOur title insurance underwriters are regularly assigned ratings by independent agencies designed to indicate their
202、financial condition and/or claims paying ability.The rating agencies determine ratings by quantitatively and qualitatively analyzing financial data and other information.Our title subsidiaries include Alamo Title,Chicago Title,Commonwealth Land Title,and Fidelity National Title.Standard&Poors Rating
203、s Group(“S&P”),Moodys Investors Service(“Moodys”),and A.M.Best Company(A.M.Best)provide ratings for the entire FNF family of companies as a whole as follows:FNF family of companies.S&PA-Moodys11advantage of perceived value or for strategic purposes.Due to the magnitude of the investment portfolio in
204、 relation to our claims loss reserves,durations of investments are not specifically matched to the cash outflows required to pay claims.As of December 31,2011 and 2010,the carrying amount,which approximates the fair value,of total investments,excluding investments in unconsolidated affiliates,was$3.
205、5 billion and$3.8 billion,respectively.We purchase investment grade fixed maturity securities,selected non-investment grade fixed maturity securities,preferred stock and equity securities.The securities in our portfolio are subject to economic conditions and normal market risks and uncertainties.Our
206、 fixed maturities included auction rate securities at December 31,2010 with a par value of$14.1 million and fair value of$9.5 million,which were included in the assets of the LFG Underwriters that we acquired on December 22,2008.Fair values for the auction rate securities were provided by a third-pa
207、rty pricing service.These auction rate securities were sold during 2011.The following table presents certain information regarding the investment ratings of our fixed maturity portfolio at December 31,2011 and 2010:Rating(1)Aaa/AAA.Aa/AA.A.Baa/BBB.Ba/BB/B.Lower.Other(2).December 31,2011AmortizedCost
208、(Dollars in millions)$534.71,084.8728.2505.7159.668.411.6$3,093.0%ofTotal17.3%35.123.516.35.22.20.4100.0%FairValue$565.11,139.5759.0516.2153.455.111.9$3,200.2%ofTotal17.7%35.623.716.14.81.70.4100.0%2010AmortizedCost$724.51,220.5758.3525.466.015.866.7$3,377.2%ofTotal21.5%36.122.5220.5758.3525.466.015
209、.866.7$3,377.2%ofTotal21.5%36.122.515.62.00.51.8100.0%FairValue$748.11,254.0793.2541.667.214.875.4$3,494.3%ofTotal21.4%35.922.715.51.90.42.2100.0%_(1)Ratings as assigned by Moodys Investors Service or Standard&Poors Ratings Group if a Moodys rating is unavailable.(2)This category is composed of unra
210、ted securities.The following table presents certain information regarding contractual maturities of our fixed maturity securities:After five years through ten years.After ten years.Mortgage-backed/asset-backed securities.December 31,2011AmortizedCost(Dollars in millions)$319.51,422.31,101.457.9191.9
211、$3,093.0%ofTotal10.3%46.035.61.96.2100.0%FairValue$324.41,468.31,146.459.5201.6$3,200.2%ofTotal10.1%45.935.81.96.3100.0%At December 31,2011 substantially all of our mortgage-backed and asset-backed securities are rated AA or better.The mortgage-backed and asset-backed securities are made up of$157.6
212、 million of agency mortgage-backed securities,$1.6 million of non-agency mortgage backed securities,$0.1 million of collateralized mortgage obligations,$25.9 million of commercial mortgage-backed securities,and$16.4 million in asset-backed securities.Expected maturities may differ from contractual m
213、aturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.Because of the potential for prepayment on mortgage-backed and asset-backed securities,they are not categorized by contractual maturity.Fixed maturity securities with an amor
214、tized cost of$1,437.7 million and a fair value of$1,477.8 million were callable or had make-whole call provisions at December 31,2011.12Our equity securities at December 31,2011 and 2010 consisted of investments at a cost basis of$83.2 million and$51.1 million,respectively,and fair value of$105.7 mi
215、llion and$75.2 million,respectively.The balance of equity securities at December 31,2011 and 2010 contains an investment in Fidelity National Information Services(FIS)stock,a related party.During the third quarter of 2010,we sold 1,611,574 shares of FIS stock as part of a tender offer by FIS at$29.0
216、0 per share for a realized gain of$21.7 million.The fair value of our investment in FIS stock was$42.6 million and$43.9 million as of December 31,2011 and 2010,respectively.There were no significant investments in banks,trust or insurance companies at December 31,2011 or 2010.At December 31,2011 and
217、 2010,we also held$546.5 million and$527.7 million,respectively,in investments that are accounted for using the equity method of accounting,principally our ownership interests in Ceridian and Remy.As of December 31,2011 and 2010,other long-term investments included structured notes at a fair value o
218、f$40.8 million and$90.1 million,respectively,which were purchased in the third quarter of 2009.Also included in other long-term investments were investments accounted for using the cost method of accounting of$36.7 million and$42.6 million,as of December 31,2011 and 2010,respectively.Short-term inve
219、stments,which consist primarily of securities purchased under agreements to resell,commercial paper and money market instruments which have an original maturity of one year or less,are carried at amortized cost,which approximates fair value.As of December 31,2011 and 2010,short-term investments amou
220、nted to$50.4 million and$128.6 million,respectively.Our investment results for the years ended December 31,2011,2010 and 2009 were as follows:Net investment income(1).Average invested assets.Effective return on average invested assets.December 31,2011(Dollars in millions)$164.8$3,792.24.3%2010$156.6
221、$3,928.74.0%2009$164.7$3,972.14.1%_(1)Net investment income as reported in our Consolidated Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.Loss Reserves For information about our loss reserves,see Item 7.Managements Di
222、scussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates.EmployeesAs of January 31,2012,we had approximately 17,396 full-time 13 downgrade of our credit rating by rating agencies;continued weakness or adverse changes in the level of real estate activity,wh
223、ich may be caused by,among other things,high or increasing interest rates,a limited supply of mortgage funding,increased mortgage defaults,or a weak U.S.economy;compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in t
224、heir application by regulators;regulatory investigations of the title insurance industry;loss of key personnel that could negatively affect our financial results and impair our operating abilities;our business concentration in the State of California,the source of approximately 15.8%of our title ins
225、urance premiums;our potential inability to find suitable acquisition candidates,as well as the risks associated with acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus,or difficulties integrating acquisitions;our dependence on distributions from
226、our title insurance underwriters as our main source of cash flow;competition from other title insurance companies;and other risks detailed in Risk Factors below and elsewhere in this document and in our other filings with the SEC.We are not under any obligation(and expressly disclaim any such obliga
227、tion)to update or alter our forward-looking statements,whether as a result of new information,future events or otherwise.You should carefully consider the possibility that actual results may differ materially from our forward-looking statements.Additional Information Our website address is .We make
228、available free of charge on or through our website our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended,as soon as reasonably
229、 practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.However,the information found on our website is not part of this or any other report.Item 1A.Risk FactorsIn addition to the normal risks of business,we are subject to significant risk
230、s and uncertainties,including those listed below and others described elsewhere in this Annual Report on Form 10-K.Any of the risks described herein could result in a significant or material adverse effect on our results of operations or financial condition.GeneralIf adverse changes in the levels of
231、 real estate activity occur,our revenues may decline.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,th
232、e availability of funds to finance purchases and mortgage interest rates.Both the volume and the average price of residential real estate transactions have declined in many parts of the country over the past five years.We have found that residential real estate activity generally decreases in the fo
233、llowing situations:when mortgage interest rates are high or increasing;when the mortgage funding supply is limited;and when the United States economy is weak,including high unemployment levels.Declines in the level of real estate activity or the average price of real estate sales are likely to adver
234、sely affect our title insurance revenues.In 2008 and continuing through 2011,the continued mortgage delinquency and default rates caused negative operating results at a number of banks and financial institutions and,as a result,continued to suppress the level of lending activity.The Mortgage Bankers
235、 Associations(MBA)Mortgage Finance Forecast currently estimates an approximately$1.0 trillion mortgage origination market for 2012,which would be a decrease of 23.1%from 2011.The MBAand financial institutions and,as a result,continued to suppress the level of lending activity.The Mortgage Bankers As
236、sociations(MBA)Mortgage Finance Forecast currently estimates an approximately$1.0 trillion mortgage origination market for 2012,which would be a decrease of 23.1%from 2011.The MBA forecasts that the 23.1%decrease 14will result almost entirely from decreased refinance activity.Our revenues in future
237、periods will continue to be 18.5%of our total assets,as of December 31,2011.Current accounting rules require that goodwill be assessed for impairment at least annually or whenever changes in circumstances indicate that the carrying amount may not be recoverable from estimated future cash flows.Facto
238、rs that may be considered a change in circumstance indicating the carrying value of our intangible assets,including goodwill,may not be recoverable include,but are not limited to,significant underperformance relative to historical or projected future operating results,a significant decline in our st
239、ock price and market capitalization,and negative industry or economic trends.No goodwill impairment charge was recorded in 2011.However,if there is a continued economic downturn,the carrying amount of our goodwill may no longer be recoverable,and we may be required to record an impairment charge,whi
240、ch would have a negative impact on our results of operations and financial condition.We will continue to monitor our market capitalization and the impact of a continued economic downturn on our business to determine if there is an impairment of goodwill in future periods.If economic and credit marke
241、t conditions deteriorate,it could have a material adverse impact on our investment portfolio.Our investment portfolio is exposed to economic and financial market risks,including changes in interest rates,credit markets and prices of marketable equity and fixed-income securities.Our investment policy
242、 is designed to maximize total return through investment income and capital appreciation consistent with moderate risk of principal,while providing adequate liquidity and complying with internal and regulatory guidelines.To achieve this objective,our marketable debt investments are primarily investm
243、ent grade,liquid,fixed-income securities and money market instruments denominated in U.S.dollars.We make investments in certain equity securities and preferred stock in order to take advantage of perceived value and for strategic purposes.In the past,economic and credit market conditions have advers
244、ely affected the ability of some issuers of investment securities to repay their obligations and have affected the values of investment securities.If the carrying value of our investments exceeds the fair value,and the decline in fair value is deemed to be other-than-temporary,we will be required to
245、 write down the value of our investments,which could have a material negative impact on our results of operations and financial condition.We own a minority interest in Ceridian Corporation(Ceridian),a leading provider of global human capital management and payment solutions.We also own a minority in
246、terest in Remy International,Inc.(“Remy”),a designer,manufacturer,remanufacturer,marketer and distributor of aftermarket and original equipment electrical components for automobiles,light trucks,heavy-duty trucks and other vehicles.If the fair value of one of these companies were to decline below bo
247、ok value,we would be required to write down the value of our investment,which could have a material negative impact on our results of operations and financial condition.If one of these companies were to experience significant negative volatility in their results of operations it would have a materia
248、l adverse effect on our own results of operations due to our inclusion of our portion of their earnings in our results of operations.If financial institutions at which we hold escrow funds fail,it could have a material adverse impact on our company.We hold customers assets in escrow at various finan
249、cial institutions,pending completion of real estate transactions.These assets are maintained in segregated bank accounts and have not been included in the accompanying Consolidated Balance Sheets.We have a contingent liability relating to proper disposition of these balances for our customers,which
250、amounted to$5.4 billion at December 31,2011.Failure of one or more of these financial institutions may lead us to become liable for the funds owed to third parties and there is no guarantee that we would recover the funds deposited,whether through Federal Deposit Insurance Corporation coverage or ot
251、herwise.If we experience changes in the rate or severity of title insurance claims,it may be necessary for us to record additional charges to our claim loss reserve.This may result in lower net earnings and the potential for earnings volatility.By their nature,claims are often complex,vary greatly i
252、n dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims.Estimating future title loss payments is difficult because of the complex nature of title claims,the long periods of time over which claims are paid,signific
253、antly varying dollar amounts of individual claims and other factors.From time to time,we experience large losses or an overall worsening of our loss payment experience in regard to the frequency or severity of claims that require us to record additional charges to our claims loss reserve.There are c
254、urrently pending several large claims which we believe can be defended successfully without material loss payments.However,if unanticipated material payments are required to settle these claims,it could result 15judgment used by both management and our actuary,our ultimate liability may be greater o
255、r less than our current reserves and/or our actuarys calculation.If the recorded amount is within a reasonable range of the actuarys central estimate,but not at the central estimate,management assesses other factors in order to determine our best estimate.These factors,which are more qualitative tha
256、n quantitative,can change from period to period and include items such as current trends in the real estate industry(which management can assess,but for which there is a time lag in the development of the data used by our actuary),any adjustments from the actuarial estimates needed for the effects o
257、f unusually large or small claims,improvements in our claims management processes,and other cost saving measures.Depending upon our assessment of these factors,we may or may not adjust the recorded reserve.If the recorded amount is not within a reasonable range of the actuarys central estimate,we wo
258、uld record a charge or credit and reassess the provision rate on a go forward basis.Our average provision for claim losses was 6.8%of title premiums in 2011.We will reassess the provision to be recorded in future periods consistent with this methodology and can make no assurance that we will not nee
259、d to record additional charges in the future to increase reserves in respect of prior periods.Our insurance subsidiaries must comply with extensive regulations.These regulations may increase our costs or impede or impose burdensome conditions on actions that we might seek to take to increase the rev
260、enues of those subsidiaries.Our insurance businesses are subject to extensive regulation by state insurance authorities in each state in which they operate.These agencies have broad administrative and supervisory power relating to the following,among other matters:licensing requirements;trade and ma
261、rketing practices;accounting and financing practices;capital and surplus requirements;the amount of dividends and other payments made by insurance subsidiaries;investment practices;rate schedules;deposits of securities for the benefit of policyholders;establishing reserves;and regulation of reinsura
262、nce.Most states also regulate insurance holding companies like us with respect to acquisitions,changes of control and the terms of transactions with our affiliates.State regulations may impede or impose burdensome conditions on our ability to increase or maintain rate levels or on other actions that
263、 we may want to take to enhance our operating results.In addition,we may incur significant costs in the course of complying with regulatory requirements.Further,various state legislatures have in the past considered offering a public alternative to the title industry in their states,as a means to in
264、crease state government revenues.Although we think this situation is unlikely,if one or more such takeovers were to occur they could adversely affect our business.We cannot be assured that future legislative or regulatory changes will not adversely affect our business operations.See“Item 1.Business
265、Regulation.”State regulation of the rates we charge for title insurance could adversely affect our results of operations.Our title insurance subsidiaries are subject to extensive rate regulation by the applicable state agencies in the jurisdictions in which they operate.Title insurance rates are reg
266、ulated differently in the various states,with some states requiring the subsidiaries to file and receive approval of rates before such rates become effective and some states promulgating the rates that can be charged.In almost all states in which our title subsidiaries operate,our rates must not be
267、excessive,inadequate or unfairly discriminatory.See also the risk factor below relating to regulatory conditions in California.Regulatory investigations of the insurance industry may lead to fines,settlements,new regulation or legal uncertainty,which could negatively affect our results of operations
268、.We receive inquiries and requests for information from state insurance departments,attorneys general and other regulatory agencies from time to time about various matters relating to our business.Sometimes these take the form of civil investigative subpoenas.We attempt to cooperate with all such in
269、quiries.From time to time,we are assessed fines for violations of regulations 16or other matters or enter into settlements with such authorities which require us to pay money or take other actions.These fines may be significant and actions we are required to take may adversely affect our business.Be
270、cause we are dependent upon California for approximately 15.8 percent of our title insurance premiums,our business may be adversely affected by regulatory conditions in California.California is the largest source of revenue for the title insurance industry and,in 2011,California-based premiums accou
271、nted for 35.4%of premiums earned by our direct operations and 1.3%of our agency premium revenues.In the aggregate,California accounted for approximately 15.8%of our total title insurance premiums for 2011.A significant part 17Distribution).In November 2006,Old FNF then merged into FIS.Conflicts may
272、arise between us and FIS as a result of our ongoing agreements and the nature of our respective businesses.We are party to a number of agreements with FIS,and we may enter into further agreements with FIS.Certain of our executive officers and directors could be subject to conflicts of interest with
273、respect to such agreements and other matters due to their relationships with FIS.Some of our executive officers and directors own substantial amounts of FIS stock and stock options.Such ownership could create or appear to create potential conflicts of interest when our directors and officers are fac
274、ed with decisions that involve FIS or any of its subsidiaries.William P.Foley,II,is the executive chairman of our Board of Directors and the Chairman of the Board of FIS.As reements and the nature of our respective businesses.We are party to a number of agreements with FIS,and we may enter into furt
275、her agreements with FIS.affecting our and FISs respective businesses.In addition,Mr.Foley may also have conflicts of time with respect to his multiple responsibilities.If his duties to either of these companies require more time than Mr.Foley is able to allot,then his oversight of that companys acti
276、vities could be diminished.Finally,FIS and FNF have several overlapping directors and officers.Matters that could give rise to conflicts between us and FIS include,among other things:our ongoing and future relationships with FIS,including related party agreements and other arrangements with respect
277、to the information technology support services,administrative corporate support and cost sharing services,indemnification,and other matters;and the quality and pricing of services that we have agreed to provide to FIS or that it has agreed to provide to us.We seek to manage these potential conflicts
278、 through dispute resolution and other provisions of our agreements with FIS and through oversight by independent members of our Board of Directors.However,there can be no assurance that such measures will be effective or that we will be able to resolve all potential conflicts with FIS,or that the re
279、solution of any such conflicts will be no less favorable to us than if we were dealing with a third party.The loss of key personnel could negatively affect our financial results and impair our operating abilities.Our success substantially depends on our ability to attract and retain key members of o
280、ur senior management team and officers.If we lose one or more of these key employees,our operating results and in turn the value of our common stock could be materially adversely affected.Although we have employment agreements with many of our officers,there can be no assurance that the entire term
281、of the employment agreement will be served or that the employment agreement will be renewed upon expiration.Item 1B.Unresolved Staff CommentsNone.Item 2.PropertiesWe have our corporate headquarters on our campus in Jacksonville,Florida.The majority of our branch offices are leased from third parties
282、(see note K to Notes to Consolidated Financial Statements).Our subsidiaries conduct their business operations primarily in leased office space in 43 states,Washington,DC,Puerto Rico,Canada,India and Mexico.Item 3.Legal Proceedings In the ordinary course of business,we are involved in various pending
283、 and threatened litigation matters related to our 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 l
284、oss 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
285、from customary litigation incidental to our business.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 it
286、s 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
287、 currently recorded is 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 18our pending cases is generally not yet determinable.While some of these matters could be material t
288、o our operating results 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,results of opera
289、tions or cash flows.On November 24,2010,plaintiffs filed a purported class action in the United States District Court,Northern District of California,Oakland Division titled Vivian Hays,et al.vs.Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation,which we refer to as th
290、e Hays action.Plaintiffs seek to represent a class of all persons who deposited their exchange funds with LandAmerica 1031 Exchange Service(“LES”)and were not able to use them in their contemplated exchanges due to the alleged illiquidity of LES caused by the collapse of the auction rate security ma
291、rket in early 2008.Plaintiffs allege Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation(which was merged into Fidelity National Title Insurance Company)knew of the problems at LES and had an obligation of disclosure to exchangers,but did not disclose and instead recomm
292、ended exchangers use LES in order to fund prior exchangers transactions with money from new exchangers.In the initial complaint,plaintiffs sued our subsidiaries Commonwealth Land Title Insurance Company and Lawyers Title Insurance Corporation for negligence,breach of fiduciary duty,constructive frau
293、d and aiding and abetting LES.Plaintiffs ask for compensatory and punitive damages,prejudgment interest and reasonable attorneys fees.The case was transferred on our motion to a Multi-District Litigation proceeding in South Carolina and a status conference was held on April 22,2011.This case was sta
294、yed until a decision was made on motions pending in a similar class action against 19from multiple governmental agencies.Also,regulators and courts have been dealing with issues arising from foreclosures and its processes and documentation.All of such matters may in the future result in claims or fi
295、nes to the Company.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 money or take other actions.20PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities Year ended December 31,2011First quarter.