Exhibit 99.1
Fidelity National Financial, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial statements present historical financial statements of Fidelity National Financial, Inc. (“FNF”) with adjustments relating to the acquisition of a 33% interest in Ceridian Corporation, a Delaware corporation (“Ceridian”). On May 30, 2007, FNF and Thomas H. Lee Partners, L.P. (“THL”) announced the execution of a definitive merger agreement to jointly acquire Ceridian for $36 in cash per share of common stock, or approximately $5.3 billion. On November 9, 2007, the acquisition was completed, with FNF and THL each contributing $525 million and other investors contributing a total of $550 million, for a total of $1.6 billion in equity funding. The majority of FNF’s equity contribution was funded through a borrowing under its existing bank credit facility. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2007 is presented as if the acquisition of Ceridian had been completed on September 30, 2007. The unaudited pro forma condensed consolidated statements of earnings for the nine months ended September 30, 2007 and the year ended December 31, 2006 are presented as if the acquisition of Ceridian had been completed on January 1, 2006.
These unaudited pro forma condensed consolidated financial statements should be read in conjunction with FNF’s and Ceridian’s historical consolidated financial statements and accompanying notes as previously filed. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results of operations of the combined company that would have been reported had the merger been completed as of the dates presented, and are not necessarily representative of the future consolidated results of operations of FNF.
Fidelity National Financial, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
September 30, 2007
| | | | | | | | | | | | |
| | | | | | Pro forma | | | | |
| | Historical | | | Adjustments | | | Pro forma | |
| | (in thousands except per share data) | |
Assets: | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | |
Fixed maturities available for sale | | $ | 3,113,254 | | | | | | | $ | 3,113,254 | |
Equity securities, at fair value | | | 111,460 | | | | | | | | 111,460 | |
Investments in unconsolidated affiliates and other long-term investments | | | 180,751 | | | | 526,825 | (1) | | | 707,576 | |
Short-term investments | | | 374,979 | | | | | | | | 374,979 | |
| | | | | | | | | |
Total investments | | | 3,780,444 | | | | 526,825 | | | | 4,307,269 | |
Cash and cash equivalents | | | 553,820 | | | | (41,825 | )(1) | | | 511,995 | |
Trade and notes receivable | | | 233,796 | | | | | | | | 233,796 | |
Goodwill | | | 1,360,565 | | | | | | | | 1,360,565 | |
Prepaid expenses and other assets | | | 467,780 | | | | | | | | 467,780 | |
Capitalized software | | | 90,094 | | | | | | | | 90,094 | |
Other intangible assets | | | 111,754 | | | | | | | | 111,754 | |
Title plants | | | 331,688 | | | | | | | | 331,688 | |
Property and equipment, net | | | 275,382 | | | | | | | | 275,382 | |
Income taxes receivable | | | 21,148 | | | | | | | | 21,148 | |
| | | | | | | | | |
| | $ | 7,226,471 | | | $ | 485,000 | | | $ | 7,711,471 | |
| | | | | | | | | |
Liabilities and Stockholders’ Equity: | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 842,707 | | | | | | | $ | 842,707 | |
Accounts payable to FIS | | | 32,618 | | | | | | | | 32,618 | |
Deferred revenue | | | 126,543 | | | | | | | | 126,543 | |
Notes payable | | | 643,837 | | | | 485,000 | (1) | | | 1,128,837 | |
Reserve for claim losses | | | 1,296,691 | | | | | | | | 1,296,691 | |
Secured trust deposits | | | 711,430 | | | | | | | | 711,430 | |
Deferred tax liability | | | 94,999 | | | | | | | | 94,999 | |
| | | | | | | | | |
| | | 3,748,825 | | | | 485,000 | | | | 4,233,825 | |
Minority interests | | | 53,587 | | | | | | | | 53,587 | |
Stockholders’ Equity: | | | | | | | | | | | | |
Common stock | | | 22 | | | | | | | | 22 | |
Additional paid-in capital | | | 3,230,481 | | | | | | | | 3,230,481 | |
Retained earnings | | | 322,216 | | | | | | | | 322,216 | |
| | | | | | | | | |
| | | 3,552,719 | | | | — | | | | 3,552,719 | |
Accumulated other comprehensive income (loss) | | | 11,031 | | | | | | | | 11,031 | |
Treasury stock | | | (139,691 | ) | | | | | | | (139,691 | ) |
| | | | | | | | | |
| | | 3,424,059 | | | | — | | | | 3,424,059 | |
| | | | | | | | | |
| | $ | 7,226,471 | | | $ | 485,000 | | | $ | 7,711,471 | |
| | | | | | | | | |
Fidelity National Financial, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the nine months ended September 30, 2007
| | | | | | | | | | | | |
| | | | | | Pro forma | | | | |
| | Historical | | | Adjustments | | | Pro forma | |
| | (in thousands except per share data) | |
Revenue: | | | | | | | | | | | | |
Direct title insurance premiums | | $ | 1,258,166 | | | | | | | $ | 1,258,166 | |
Agency title insurance premiums | | | 1,677,606 | | | | | | | | 1,677,606 | |
Escrow and other title related fees | | | 790,336 | | | | | | | | 790,336 | |
Transaction processing | | | — | | | | | | | | — | |
Specialty insurance | | | 297,573 | | | | | | | | 297,573 | |
Interest and investment income | | | 145,634 | | | | | | | | 145,634 | |
Gain on sale of minority interest in FIS | | | — | | | | | | | | — | |
Realized gains and losses, net | | | 12,449 | | | | | | | | 12,449 | |
Other income | | | 46,144 | | | | | | | | 46,144 | |
| | | | | | | | | |
| | | 4,227,908 | | | | — | | | | 4,227,908 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | |
Personnel costs | | | 1,315,695 | | | | | | | | 1,315,695 | |
Other operating expenses | | | 814,590 | | | | | | | | 814,590 | |
Agent commissions | | | 1,298,340 | | | | | | | | 1,298,340 | |
Depreciation and amortization | | | 92,894 | | | | | | | | 92,894 | |
Provision for claim losses | | | 413,495 | | | | | | | | 413,495 | |
Interest expense | | | 37,194 | | | | 20,864 | (1) | | | 58,058 | |
| | | | | | | | | |
| | | 3,972,208 | | | | 20,864 | | | | 3,993,072 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings before income taxes, minority interest, and equity in earnings of unconsolidated affiliates | | | 255,700 | | | | (20,864 | ) | | | 234,836 | |
Income tax expense (benefit) | | | 81,441 | | | | (7,866 | )(2) | | | 73,575 | |
| | | | | | | | | |
Earnings before minority interest and equity in earnings of unconsolidated affiliates | | | 174,259 | | | | (12,998 | ) | | | 161,261 | |
Minority interest | | | (447 | ) | | | | | | | (447 | ) |
| | | | | | | | | |
Earnings before equity in earnings of unconsolidated affiliates | | | 174,706 | | | | (12,998 | ) | | | 161,708 | |
Equity in loss of unconsolidated affiliates | | | — | | | | (18,100 | )(3) | | | (18,100 | ) |
| | | | | | | | | |
Net earnings | | $ | 174,706 | | | $ | (31,098 | ) | | $ | 143,608 | |
| | | | | | | | | |
Basic net earnings per share | | $ | 0.80 | | | | | | | $ | 0.66 | |
| | | | | | | | | |
Weighted average shares outstanding, basic basis | | | 218,006 | | | | | | | | 218,006 | |
| | | | | | | | | |
Diluted net earnings per share | | $ | 0.79 | | | | | | | $ | 0.65 | |
| | | | | | | | | |
Weighted average shares outstanding, diluted basis | | | 221,797 | | | | | | | | 221,797 | |
| | | | | | | | | |
Fidelity National Financial, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 2006
| | | | | | | | | | | | |
| | | | | | Pro forma | | | | |
| | Historical | | | Adjustments | | | Pro forma | |
| | (in thousands except per share data) | |
Revenue: | | | | | | | | | | | | |
Direct title insurance premiums | | $ | 1,957,064 | | | | | | | $ | 1,957,064 | |
Agency title insurance premiums | | | 2,649,136 | | | | | | | | 2,649,136 | |
Escrow and other title related fees | | | 1,061,469 | | | | | | | | 1,061,469 | |
Transaction processing | | | 3,094,370 | | | | | | | | 3,094,370 | |
Specialty insurance | | | 394,613 | | | | | | | | 394,613 | |
Interest and investment income | | | 208,309 | | | | | | | | 208,309 | |
Gain on sale of minority interest in FIS | | | — | | | | | | | | — | |
Realized gains and losses, net | | | 18,562 | | | | | | | | 18,562 | |
Other income | | | 52,578 | | | | | | | | 52,578 | |
| | | | | | | | | |
| | | 9,436,101 | | | | — | | | | 9,436,101 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | |
Personnel costs | | | 3,225,319 | | | | | | | | 3,225,319 | |
Other operating expenses | | | 2,075,101 | | | | | | | | 2,075,101 | |
Agent commissions | | | 2,035,423 | | | | | | | | 2,035,423 | |
Depreciation and amortization | | | 460,750 | | | | | | | | 460,750 | |
Provision for claim losses | | | 486,334 | | | | | | | | 486,334 | |
Interest expense | | | 209,972 | | | | 27,850 | (1) | | | 237,822 | |
| | | | | | | | | |
| | | 8,492,899 | | | | 27,850 | | | | 8,520,749 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings before income taxes, minority interest, and equity in earnings of unconsolidated affiliates | | | 943,202 | | | | (27,850 | ) | | | 915,352 | |
Income tax expense (benefit) | | | 350,871 | | | | (10,499 | )(2) | | | 340,372 | |
| | | | | | | | | |
Earnings before minority interest and equity in earnings of unconsolidated affiliates | | | 592,331 | | | | (17,351 | ) | | | 574,980 | |
Minority interest | | | 154,570 | | | | | | | | 154,570 | |
| | | | | | | | | |
Earnings before equity in earnings of unconsolidated affiliates | | | 437,761 | | | | (17,351 | ) | | | 420,410 | |
Equity in loss of unconsolidated affiliates | | | — | | | | (26,500 | )(3) | | | (26,500 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Net earnings | | $ | 437,761 | | | $ | (43,851 | ) | | $ | 393,910 | |
| | | | | | | | | |
Basic net earnings per share | | $ | 2.40 | | | | | | | $ | 2.16 | |
| | | | | | | | | |
Weighted average shares outstanding, basic basis | | | 182,031 | | | | | | | | 182,031 | |
| | | | | | | | | |
Diluted net earnings per share | | $ | 2.39 | | | | | | | $ | 2.15 | |
| | | | | | | | | |
Weighted average shares outstanding, diluted basis | | | 182,861 | | | | | | | | 182,861 | |
| | | | | | | | | |
Fidelity National Financial, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007
This condensed consolidated balance sheet includes the historical balance sheet of Fidelity National Financial, Inc. (“FNF”) and pro forma adjustments to reflect the acquisition of a 33% interest in Ceridian Corporation (“Ceridian”) as though the acquisition had occurred on September 30, 2007.
(1) | | These amounts represent FNF’s total investment of $526.8 million in Ceridian, made up of $41.8 million in cash on hand and $485 million in proceeds from FNF’s revolving credit facility. |
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the Nine Months Ended September 30, 2007 and for the Year Ended December 31, 2006
These condensed consolidated statements of earnings include the historical statements of earnings of FNF and pro forma adjustments to reflect the effects of the acquisition of a 33% interest in Ceridian as though the acquisition had occurred on January 1, 2006.
(1) | | These amounts represent the additional interest expense related to the $485 million increase in FNF’s debt. This additional interest is $20.9 million for the nine months ended September 30, 2007, calculated using a weighted average interest rate of 5.74% (average 3-month LIBOR plus 0.36%), and $27.9 million for the year ended December 31, 2006, calculated using a weighted average interest rate of 5.74% (average 3-month LIBOR plus 0.36%). |
(2) | | These amounts represent the reduction in income tax expense resulting from the additional interest expense. This decrease in income tax expense, calculated at a statutory rate of 37.7%, was $7.9 million for the nine months ended September 30, 2007 and $10.5 million for the year ended December 31, 2006. |
(3) | | These amounts represent FNF’s equity in Ceridian’s pro forma earnings for each period presented. They were calculated by adjusting FNF’s proportionate share of Ceridian’s historical net earnings to reflect pro forma adjustments to Ceridian’s net earnings, including increases in interest expense related to increased debt, increases in amortization expense due to purchase accounting adjustments, decreases in income tax expense, and various other adjustments. Following is a detail of FNF’s proportionate share of Ceridian’s pro forma earnings for each period presented (in millions): |
| | | | | | | | |
| | Nine months ended | | | Year ended | |
| | September 30, 2007 | | | December 31, 2006 | |
Historical net earnings | | $ | 41.5 | | | $ | 57.3 | |
Pro forma adjustments: | | | | | | | | |
Interest expense | | | (82.5 | ) | | | (110.0 | ) |
Amortization expense | | | (17.9 | ) | | | (24.9 | ) |
Income tax provision | | | 36.5 | | | | 51.4 | |
Other | | | 4.3 | | | | (0.3 | ) |
| | | | | | |
Pro forma net loss | | $ | (18.1 | ) | | $ | (26.5 | ) |
| | | | | | |