FNF 03.31.15 10-Q
Table of Contents


 
 
 
 
 
 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

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

Commission File Number 1-32630
FIDELITY NATIONAL FINANCIAL, INC.
______________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
 
16-1725106
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
601 Riverside Avenue, Jacksonville, Florida
 
32204
(Address of principal executive offices)
 
(Zip Code)
(904) 854-8100
___________________________________________________________________
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a 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 o NO þ
The number of shares outstanding of the Registrant's common stock as of April 30, 2015 were:    
FNF Group Common Stock    280,452,717
FNFV Group Common Stock     80,021,787
 
 
 
 
 
 
 
 
 
 


FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2015
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i

Table of Contents


Part I: FINANCIAL INFORMATION

Item 1.
Condensed Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share data)
 
March 31,
2015
 
December 31,
2014
 
(Unaudited)
 
 
ASSETS
Investments:
 
 
 
Fixed maturity securities available for sale, at fair value, at March 31, 2015 and December 31, 2014 includes pledged fixed maturity securities of $355 and $499, respectively, related to secured trust deposits
$
3,005

 
$
3,025

Preferred stock available for sale, at fair value
272

 
223

Equity securities available for sale, at fair value
208

 
145

Investments in unconsolidated affiliates
748

 
770

Other long-term investments
178

 
172

Short-term investments
130

 
334

Total investments
4,541

 
4,669

Cash and cash equivalents, at March 31, 2015 and December 31, 2014 includes $265 and $136, respectively, of pledged cash related to secured trust deposits
710

 
700

Trade and notes receivables, net of allowance of $31 and $32, at March 31, 2015 and December 31, 2014, respectively
526

 
504

Goodwill
4,712

 
4,721

Prepaid expenses and other assets
534

 
484

Capitalized software, net
567

 
570

Other intangible assets, net
1,147

 
1,133

Title plants
393

 
393

Property and equipment, net
568

 
635

Income taxes receivable
23

 
59

Total assets
$
13,721

 
$
13,868

LIABILITIES AND EQUITY
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
1,206

 
$
1,308

Notes payable
2,906

 
2,826

Reserve for title claim losses
1,612

 
1,621

Secured trust deposits
667

 
622

Deferred tax liability
699

 
703

Total liabilities
7,090

 
7,080

Commitments and Contingencies:
 
 
 
Redeemable non-controlling interest by 33% minority holder of Black Knight Financial Services, LLC and 35% minority holder of ServiceLink Holdings, LLC
724

 
715

Equity:
 
 
 
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of March 31, 2015 and December 31, 2014; issued 280,334,456 and 279,443,239 as of March 31, 2015 and December 31, 2014, respectively
—

 
—

FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of March 31, 2015 and December 31, 2014; issued 80,071,787 and 92,828,470 as of March 31, 2015 and December 31, 2014, respectively
—

 
—

Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none
—

 
—

Additional paid-in capital
4,691

 
4,855

Retained earnings
1,183

 
1,150

Accumulated other comprehensive (loss) earnings
(5
)
 
2

Less: treasury stock, 917,087 shares as of March 31, 2015 and 493,737 shares as of December 31, 2014, at cost
(19
)
 
(13
)
Total Fidelity National Financial, Inc. shareholders’ equity
5,850

 
5,994

Non-controlling interests
57

 
79

Total equity
5,907

 
6,073

Total liabilities, redeemable non-controlling interest and equity
$
13,721

 
$
13,868

See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions)

Three months ended March 31,
 
2015
 
2014
 
(Unaudited)
Revenues:
 
 
 
Direct title insurance premiums
$
417

 
$
351

Agency title insurance premiums
441

 
404

Escrow, title related and other fees
808

 
646

Restaurant revenue
364

 
354

Interest and investment income
31

 
29

Realized gains and losses, net
—

 
2

Total revenues
2,061

 
1,786

Expenses:
 
 
 
Personnel costs
623

 
649

Agent commissions
333

 
307

Other operating expenses
466

 
418

Cost of restaurant revenue
306

 
300

Depreciation and amortization
100

 
117

Provision for title claim losses
51

 
53

Interest expense
31

 
31

Total expenses
1,910

 
1,875

Earnings (loss) from continuing operations before income taxes and equity in losses of unconsolidated affiliates
151

 
(89
)
Income tax expense (benefit)
50

 
(40
)
Earnings (loss) from continuing operations before equity in losses of unconsolidated affiliates
101

 
(49
)
Equity in losses of unconsolidated affiliates
(1
)
 
(31
)
Net earnings (loss) from continuing operations
100

 
(80
)
Net earnings from discontinued operations, net of tax
—

 
7

Net earnings (loss)
100

 
(73
)
Less: Net earnings (loss) earnings attributable to non-controlling interests
14

 
(51
)
Net earnings (loss) attributable to Fidelity National Financial, Inc. common shareholders
$
86

 
$
(22
)
 
 
 
 
Amounts attributable to Fidelity National Financial, Inc. common shareholders
 
 
 
Net earnings attributable to Old FNF common shareholders
$
—

 
$
(22
)
 
 
 
 
Net earnings attributable to FNF Group common shareholders
$
86

 
$
—

 
 
 
 
Net earnings attributable to FNFV Group common shareholders
$
—

 
$
—

See Notes to Condensed Consolidated Financial Statements








2
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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
(In millions, except per share data)
 
Three months ended March 31,
 
2015
 
2014
 
(Unaudited)
Earnings per share
 
 
 
Basic
 
 
 
Net loss per share from continuing operations attributable to Old FNF common shareholders
$
—

 
$
(0.09
)
Net earnings per share from discontinued operations attributable to Old FNF common shareholders
—

 
0.01

Net loss per share attributable to Old FNF common shareholders
$
—

 
$
(0.08
)
Net earnings per share attributable to FNF Group common shareholders
$
0.31

 
$
—

Net earnings per share attributable to FNFV Group common shareholders
$
—

 
$
—

 
 
 
 
Diluted
 
 
 
Net loss per share from continuing operations attributable to Old FNF common shareholders
$
—

 
$
(0.09
)
Net earnings per share from discontinued operations attributable to Old FNF common shareholders
—

 
0.01

Net loss per share attributable to Old FNF common shareholders
$
—

 
$
(0.08
)
Net earnings per share attributable to FNF Group common shareholders
$
0.30

 
$
—

Net loss per share attributable to FNFV Group common shareholders
$
—

 
$
—

 
 
 
 
Weighted average shares outstanding Old FNF common stock, basic basis
—

 
274

Weighted average shares outstanding Old FNF common stock, diluted basis
—

 
282

Cash dividends paid per share Old FNF common stock
$
—

 
$
0.18

 
 
 
 
Weighted average shares outstanding FNF Group common stock, basic basis
278

 
—

Weighted average shares outstanding FNF Group common stock, diluted basis
288

 
—

Cash dividends paid per share FNF Group common stock
$
0.19

 
$
—

 
 
 
 
Weighted average shares outstanding FNFV Group common stock, basic basis
90

 
—

Weighted average shares outstanding FNFV Group common stock, diluted basis
92

 
—

See Notes to Condensed Consolidated Financial Statements


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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In millions)
 
Three months ended March 31,
 
 
2015
 
2014
 
(Unaudited)
Net earnings (loss)
$
100

 
$
(73
)
Other comprehensive earnings:
 
 
 
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
9

 
9

Unrealized loss on investments in unconsolidated affiliates (2)
(12
)
 
(6
)
Unrealized loss on foreign currency translation (3)
(4
)
 
(3
)
Other comprehensive loss
(7
)
 
—

Comprehensive earnings (loss)
93

 
(73
)
Less: Comprehensive earnings (loss) attributable to non-controlling interests
14

 
(51
)
Comprehensive earnings (loss) attributable to Fidelity National Financial, Inc. common shareholders
$
79

 
$
(22
)
 
 
 
 
Comprehensive loss attributable to Old FNF common shareholders
$
—

 
$
(22
)
 
 
 
 
Comprehensive earnings attributable to FNF Group common shareholders
$
91

 
$
—

 
 
 
 
Comprehensive loss attributable to FNFV Group common shareholders
$
(12
)
 
$
—

_______________________________________
 
(1)
Net of income tax expense of $5 million and $5 million for the three-month periods ended March 31, 2015 and 2014, respectively.
(2)
Net of income tax benefit of $8 million and $4 million for the three-month periods ended March 31, 2015 and 2014, respectively.
(3)
Net of income tax benefit of $2 million and $2 million for the three-month periods ended March 31, 2015 and 2014, respectively.

See Notes to Condensed Consolidated Financial Statements




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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In millions)
(Unaudited)
 
 
Fidelity National Financial, Inc. Common Shareholders
 
 
 
 
 
 
 
 
FNF
 
FNFV
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
Group
 
Group
 
 
 
 
 
Other
 
 
 
 
 
 
 
Redeemable
 
 
Common
 
Common
 
Additional
 
 
 
Comprehensive
 
Treasury
 
Non-
 
 
 
Non-
 
 
Stock
 
Stock
 
Paid-in
 
Retained
 
Earnings
 
Stock
 
controlling
 
Total
 
controlling
 
 
Shares
 
$
 
Shares
 
$
 
Capital
 
Earnings
 
(Loss)
 
Shares
 
$
 
Interests
 
Equity
 
Interests
Balance, December 31, 2014
 
279

 
$
—

 
93

 
$
—

 
$
4,855

 
$
1,150

 
$
2

 
—

 
$
(13
)
 
$
79

 
$
6,073

 
$
715

Exercise of stock options
 
1

 
—

 
—

 
—

 
11

 
—

 
—

 
—

 
—

 
—

 
11

 
—

Treasury stock repurchased
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
13

 
(191
)
 
—

 
(191
)
 
—

Tax benefit associated with the exercise of stock options
 
—

 
—

 
—

 
—

 
7

 
—

 
—

 
—

 
—

 
—

 
7

 
—

Other comprehensive earnings — unrealized gain on investments and other financial instruments
 
—

 
—

 
—

 
—

 
—

 
—

 
9

 
—

 
—

 
—

 
9

 
—

Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates
 
—

 
—

 
—

 
—

 
—

 
—

 
(12
)
 
—

 
—

 
—

 
(12
)
 
—

Other comprehensive earnings — unrealized loss on foreign currency translation
 
—

 
—

 
—

 
—

 
—

 
—

 
(4
)
 
—

 
—

 
—

 
(4
)
 
—

Stock-based compensation
 
—

 
—

 
—

 
—

 
9

 
—

 
—

 
—

 
—

 
(5
)
 
4

 
9

Retirement of treasury shares
 
—

 
—

 
(12
)
 
—

 
(185
)
 
—

 
—

 
(12
)
 
185

 
—

 
—

 
—

Dividends declared
 
—

 
—

 
—

 
—

 
—

 
(53
)
 
—

 
—

 
—

 
—

 
(53
)
 
—

Purchase of additional share in non-controlling interests
 
—

 
—

 
—

 
—

 
(6
)
 
—

 
—

 
—

 
—

 
—

 
(6
)
 
—

Acquisition of non-controlling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Contributions to non-controlling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(3
)
 
(3
)
 
—

Sale of non-controlling interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(27
)
 
(27
)
 
—

Subsidiary dividends declared to non-controlling interests
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
 
—

Net earnings
 
—

 
—

 
—

 
—

 
—

 
86

 
—

 
—

 
—

 
14

 
100

 
—

Balance, March 31, 2015
 
280

 
$
—


81


$
—

 
$
4,691

 
$
1,183

 
$
(5
)
 
1

 
$
(19
)
 
$
57

 
$
5,907

 
$
724

See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
For the three months ended March 31,
 
 
2015
 
2014
 
(Unaudited)
Cash flows from operating activities:
 
 
 

Net earnings (loss)
$
100

 
$
(73
)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
 
 
 
            Depreciation and amortization
100

 
132

            Equity in losses of unconsolidated affiliates
1

 
31

Gain on sales of investments and other assets, net
—

 
(2
)
            Gain on sale of Cascade Timberlands
(12
)
 
—

Stock-based compensation cost
13

 
12

Tax benefit associated with the exercise of stock options
(7
)
 
(2
)
Changes in assets and liabilities, net of effects from acquisitions:
 
 
 
Net (increase) decrease in pledged cash, pledged investments, and secured trust deposits
(3
)
 
(4
)
Net increase in trade receivables
(18
)
 
(37
)
Net increase in prepaid expenses and other assets
(37
)
 
(49
)
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
(137
)
 
(251
)
Net decrease in reserve for title claim losses
(9
)
 
(10
)
Net change in income taxes
43

 
11

Net cash provided by (used in) operating activities
34

 
(242
)
Cash flows from investing activities:
 
 
 
Proceeds from sales of investment securities available for sale
173

 
257

Proceeds from calls and maturities of investment securities available for sale
75

 
72

Proceeds from sales of other assets
14

 
2

Additions to property and equipment and capitalized software
(43
)
 
(36
)
Purchases of investment securities available for sale
(326
)
 
(284
)
Net proceeds from (purchases of) short-term investment securities
137

 
(233
)
Net purchases of other long-term investments
(20
)
 
(20
)
(Contributions to) distributions from investments in unconsolidated affiliates
(2
)
 
7

Net other investing activities
(9
)
 
(1
)
Acquisition of Lender Processing Services, Inc., net of cash acquired
—

 
(2,248
)
Acquisition of USA Industries, Inc., net of cash acquired
—

 
(40
)
Acquisition of BPG Holdings, LLC, net of cash acquired
(43
)
 
—

Proceeds from sale of Cascades Timberlands
56

 
—

Other acquisitions/disposals of businesses, net of cash acquired
(11
)
 
—

Net cash provided by (used in) investing activities
1

 
(2,524
)
Cash flows from financing activities:
 
 
 
Borrowings
81

 
1,407

Debt service payments
(2
)
 
(479
)
Additional investment in non-controlling interest
(6
)
 
—

Proceeds from sale of 35% of Black Knight Financial Services, LLC and ServiceLink, LLC to minority interest holder
—

 
687

Dividends paid
(53
)
 
(49
)
Subsidiary dividends paid to non-controlling interest shareholders
(1
)
 
(3
)
Exercise of stock options
11

 
9

Tax benefit associated with the exercise of stock options
7

 
2

Purchases of treasury stock
(191
)
 
—

Net cash (used in) provided by financing activities
(154
)
 
1,574

Net decrease in cash and cash equivalents, excluding pledged cash related to secured trust deposits
(119
)
 
(1,192
)
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period
564

 
1,630

Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period
$
445

 
$
438

Supplemental cash flow information:
 
 
 
Income taxes paid, net
$
1

 
$
55

Interest paid
$
24

 
$
26

See Notes to Condensed Consolidated Financial Statements

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Basis of Financial Statements
The unaudited financial information in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014.
Certain reclassifications have been made in the 2014 Condensed Consolidated Financial Statements to conform to classifications used in 2015. In addition, we have corrected a prior period error in the Statement of Cash Flows. The correction was between cash flows from operating activities and cash flows from investing activities for the three months ended March 31, 2014 and resulted in an increase in cash used in operating activities of $81 million and a decrease in cash used in investing activities of $81 million. There was no impact on our other Condensed Consolidated Financial Statements presented.
Description of the Business
We have organized our business into two groups, FNF Core Operations and FNF Ventures, known as "FNFV." Through our Core operations, FNF is a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo Title and National Title of New York Inc. - that collectively issue more title insurance policies than any other title company in the United States. FNF also provides industry-leading mortgage technology solutions and transaction services, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiaries, Black Knight Financial Services, LLC ("BKFS") and ServiceLink Holdings, LLC ("ServiceLink"). In addition, in our FNFV group, we own majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC ("ABRH"), J. Alexander’s, LLC ("J. Alexander's"), Ceridian HCM, Inc. and Fleetcor Technologies, Inc. (collectively "Ceridian") and Digital Insurance, Inc. ("Digital Insurance").
As of March 31, 2015, we had the following reporting segments:
FNF Core Operations
•
Title. This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title related services including collection and trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes the transaction services business acquired from Lender Processing Services ("LPS"), now combined with our ServiceLink business. Transaction services include other title related services used in production and management of mortgage loans, including mortgage loans that go into default.
•
BKFS. This segment consists of the operations of BKFS. This segment provides core technology and data and analytics services through leading software systems and information solutions that facilitate and automate many of the business processes across the life cycle of a mortgage.
•
FNF Core Corporate and Other. This segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other smaller real estate and insurance related operations.
FNFV
•
Restaurant Group. This segment consists of the operations of ABRH, in which we have a 55% ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Max & Erma's, Village Inn, Bakers Square, and Legendary Baking concepts. This segment also includes J. Alexander's, in which we have an 87% ownership interest, which includes their self-named J. Alexander's concept as well as the Redlands Grill and the Stoney River Steakhouse and Grill concepts.
•
FNFV Corporate and Other. This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as Digital Insurance in which we own 96% and other smaller operations which are not title related.
Recent Developments
On April 23, 2015, BKFS provided notice to the holders of their senior notes ("Black Knight Senior Notes") their intention to redeem approximately $205 million in aggregate principal of the outstanding Black Knight Senior Notes at a price of 105.750%

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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued


(the “Redemption”) on May 29, 2015 (the “Redemption Date”), plus any accrued and unpaid interest redeemed to, but not including, the Redemption Date. BKFS will incur a charge on the Redemption of $12 million and will also reduce the bond premium by $7 million for the portion of the premium that relates to the redeemed Black Knight Senior Notes, resulting in a net charge on the Redemption of $5 million. Following the Redemption, $390 million in aggregate principal of BKFS Senior Notes will remain outstanding. The Redemption is revocable by BKFS, and is subject to the successful completion of their planned initial public offering of Black Knight Financial Services, Inc.
On March 20, 2015, we completed our tender offer to purchase shares of FNFV stock. As a result of the offer, we accepted for purchase 12,333,333 shares of FNFV Group Common Stock for a purchase price of $15.00 per common share, for a total aggregate cost of $185 million, excluding fees and expenses related to the tender offer.
On January 16, 2015, we closed the sale of Cascade Timberlands, LLC, ("Cascade") which grows and sells timber and in which we owned a 70.2% interest, for $85 million less a replanting allowance of $1 million and an indemnity holdback of $1 million. The effect of the sale on net earnings was approximately $12 million. The revenue from the sale was recorded in Escrow, title related and other fees and the cost of the land sold was in Other operating expenses in the Condensed Consolidated Statement of Operations in the three months ended March 31, 2015. There was no effect on net earnings attributable to FNFV Group common shareholders due to offsetting amounts attributable to noncontrolling interests.
On December 23, 2014, we filed a registration statement with the Securities and Exchange Commission (“SEC”) relating to a proposed initial public offering of Black Knight Financial Services, Inc. ("BKFSI") common stock. BKFSI is currently presented as the BKFS segment. On May 4, 2015, we filed amendment number 4 to the initial registration statement with the SEC.
Acquisitions
The results of operations and financial position of the entities acquired during any year are included in the Condensed Consolidated Financial Statements from and after the date of acquisition.
On February 12, 2015, we closed the purchase of BPG Holdings, LLC ("BPG"), pursuant to a certain Membership Interest Purchase Agreement, for $46 million. We have consolidated the results of BPG as of March 31, 2015. BPG is a recognized leader in home warranty, home inspection services and commercial inspections.
Discontinued Operations
Remy 
On December 31, 2014, we completed the distribution (the "Spin-off") of all of the outstanding shares of common stock of New Remy Corp. ("New Remy") to FNFV shareholders. We continue to hold $29 million in Remy bonds, which are included in Fixed maturities available for sale on the Condensed Consolidated Balance Sheet. Prior to the Spin-off these investments were eliminated in consolidation.
As a result of the Spin-off discussed above, the results from Remy are reflected in the Condensed Consolidated Statements of Earnings as discontinued operations for the three months ended March 31, 2014. Total revenue included in discontinued operations was $302 million for the three months ended March 31, 2014. Pre-tax earnings included in discontinued operations were $10 million for the three months ended March 31, 2014.
       











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FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
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A reconciliation of the operations of Remy to the Statement of Operations is shown below:
 
Three months ended March 31, 2014
 
(In millions)
Revenues:
 
   Auto parts revenues
$
302

      Total
302

 
 
Expenses:
 
   Personnel costs
22

   Other operating expenses
10

   Cost of auto parts revenues
254

Depreciation & amortization
1

Interest expense
5

      Total expenses
292

 
 
Earnings from discontinued operations before income taxes
10

Income tax expense
3

Net earnings from discontinued operations
7

Less: Net earnings attributable to non-controlling interests
3

      Net earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders
$
4

Cash flow from discontinued operations data:
 
Net cash used in operations
$
(9
)
Net cash used in investing activities
(47
)
Earnings Per Share
Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share based payments which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.
Options or other instruments which provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. There were 3 million antidilutive options during the three month period ended March 31, 2015. As we recorded a net loss during the three months ended March 31, 2014, there were no antidilutive options.
As of the close of business on June 30, 2014, we completed the recapitalization of Old FNF common stock into two tracking stocks, FNF Group common stock and FNFV Group common stock. As a result of the recapitalization, the weighted average shares outstanding presented on the Condensed Consolidated Statements of Earnings for the three month period ended March 31, 2014 includes shares of Old FNF common stock. The weighted average shares outstanding presented on the Condensed Consolidated Statements of Earnings for the three month period ended March 31, 2015 includes shares of FNF Group common stock and FNFV Group common stock. Earnings per share for all periods presented is attributed to the related class of common stock.
Recent Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02 Consolidation (Topic 810). This ASU changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable

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interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The ASU eliminates the ASU 2010-10 deferral of the ASU 2009-17 VIE consolidation requirements for certain investment companies and similar entities. In addition, the ASU excludes money market funds that are required to comply with Rule 2a-7 of the Investment Company Act of 1940 or that operate under requirements similar to those in Rule 2a-7 from the U.S. GAAP consolidation requirements. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining whether the entity is a VIE, which may affect entities for which the decision making rights are conveyed though a contractual arrangement. The update allows for the application of the amendments using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or retrospective application prior periods. We are evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet determined the effect of the standard on our ongoing financial reporting. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early application permitted.
In April 2015, FASB issued ASU No. 2015-03 Interest - Imputation of Interest (Subtopic 835-30). The ASU was issued as part of FASB's current plan to simplify overly complex standards. To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The update requires retrospective application to all prior period amounts presented. This update is effective for annual and interim periods beginning on or after December 15, 2015, with early application permitted for financial statements that have not been issued. We do not expect the new guidance to have a significant effect on our consolidated financial statements and related disclosures, although we have not yet determined the full effect of the standard on our ongoing financial reporting.

Note B — Fair Value Measurements

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, respectively:
 
March 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In millions)
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agencies
$
—

 
$
114

 
$
—

 
$
114

State and political subdivisions
—

 
904

 
—

 
904

Corporate debt securities
—

 
1,771

 
—

 
1,771

Mortgage-backed/asset-backed securities
—

 
101

 
—

 
101

Foreign government bonds
—

 
115

 
—

 
115

Preferred stock available for sale
62

 
210

 
—

 
272

Equity securities available for sale
199

 
9

 
—

 
208

Total assets
$
261

 
$
3,224

 
$
—

 
$
3,485


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December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In millions)
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agencies
$
—

 
$
115

 
$
—

 
$
115

State and political subdivisions
—

 
948

 
—

 
948

Corporate debt securities
—

 
1,820

 
—

 
1,820

Mortgage-backed/asset-backed securities
—

 
105

 
—

 
105

Foreign government bonds
—

 
37

 
—

 
37

Preferred stock available for sale
50

 
173

 
—

 
223

Equity securities available for sale
145

 
—

 
—

 
145

Total assets
$
195

 
$
3,198

 
$
—

 
$
3,393

 
 
 
 
 
 
 
 
Our Level 2 fair value measures for fixed-maturities available for sale are provided by third-party pricing services. We utilize one firm for our taxable bond and preferred stock portfolio and another for our tax-exempt bond portfolio. These pricing services are leading global providers of financial market data, analytics and related services to financial institutions. We rely on one price for each instrument to determine the carrying amount of the assets on our balance sheet. The inputs utilized in these pricing methodologies include observable measures such as benchmark yields, reported trades, broker dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including market research publications. We review the pricing methodologies for all of our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party as well as independently comparing the resulting prices to other publicly available measures of fair value and internally developed models. The pricing methodologies used by the relevant third party pricing services are as follows:
•
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
•
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
•
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, and any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
•
Mortgage-backed/asset-backed securities: These securities are comprised of agency mortgage-backed securities, collaterized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.
•
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
•
Preferred stocks: Preferred stocks are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data.
•
Equity securities available for sale:  these securities are valued using a blending of two models, a discounted cash flow model and a comparable company model utilizing earnings and multiples of similar publicly traded companies. 
As of March 31, 2015 and December 31, 2014 we held no assets nor liabilities measured at fair value using Level 3 inputs.
The carrying amounts of short-term investments, accounts receivable and notes receivable approximate fair value due to their short-term nature. Additional information regarding the fair value of our investment portfolio is included in Note C.

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Note C — Investments
The carrying amounts and fair values of our available for sale securities at March 31, 2015 and December 31, 2014 are as follows:
 
March 31, 2015
 
Carrying
 
Cost
 
Unrealized
 
Unrealized
 
Fair
 
Value
 
Basis
 
Gains
 
Losses
 
Value
 
(In millions)
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and agencies
$
114

 
$
111

 
$
3

 
$
—

 
$
114

State and political subdivisions
904

 
874

 
30

 
—

 
904

Corporate debt securities
1,771

 
1,745

 
42

 
(16
)
 
1,771

Mortgage-backed/asset-backed securities
101

 
96

 
5

 
—

 
101

Foreign government bonds
115

 
120

 
1

 
(6
)
 
115

Preferred stock available for sale
272

 
268

 
6

 
(2
)
 
272

Equity securities available for sale
208

 
124

 
90

 
(6
)
 
208

Total
$
3,485

 
$
3,338

 
$
177

 
$
(30
)
 
$
3,485

 
December 31, 2014
 
Carrying
 
Cost
 
Unrealized
 
Unrealized
 
Fair
 
Value
 
Basis
 
Gains
 
Losses
 
Value
 
(In millions)
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and agencies
$
115

 
$
112

 
$
3

 
$
—

 
$
115

State and political subdivisions
948

 
917

 
31

 
—

 
948

Corporate debt securities
1,820

 
1,793

 
37

 
(10
)
 
1,820

Mortgage-backed/asset-backed securities
105

 
101

 
4

 
—

 
105

Foreign government bonds
37

 
40

 
—

 
(3
)
 
37

Preferred stock available for sale
223

 
223

 
3

 
(3
)
 
223

Equity securities available for sale
145

 
72

 
79

 
(6
)
 
145

Total
$
3,393

 
$
3,258

 
$
157

 
$
(22
)
 
$
3,393

The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or accreted discount since the date of purchase.
The following table presents certain information regarding contractual maturities of our fixed maturity securities at March 31, 2015:
 
 
March 31, 2015
 
 
Amortized
 
% of
 
Fair
 
% of
Maturity
 
Cost
 
Total
 
Value
 
Total
 
 
(Dollars in millions)
One year or less
 
$
294

 
10
%
 
$
295

 
10
%
After one year through five years
 
2,080

 
71

 
2,118

 
71

After five years through ten years
 
467

 
16

 
481

 
16

After ten years
 
9

 
—

 
10

 
—

Mortgage-backed/asset-backed securities
 
96

 
3

 
101

 
3

Total
 
$
2,946

 
100
%
 
$
3,005

 
100
%
Subject to call
 
$
1,718

 
58
%
 
$
1,741

 
58
%

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Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Included above in amounts subject to call are $1,422 million and $1,440 million in amortized cost and fair value, respectively, of fixed maturity securities with make-whole call provisions as of March 31, 2015.
Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2015 and December 31, 2014, were as follows (in millions):
March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
Corporate debt securities
$
206

 
$
(15
)
 
$
9

 
$
(1
)
 
$
215

 
$
(16
)
Foreign government bonds
19

 
(2
)
 
15

 
(4
)
 
34

 
(6
)
Preferred stock available for sale
40

 
(1
)
 
19

 
(1
)
 
59

 
(2
)
Equity securities available for sale
36

 
(6
)
 
—

 
—

 
36

 
(6
)
Total temporarily impaired securities
$
301

 
$
(24
)
 
$
43

 
$
(6
)
 
$
344

 
$
(30
)
December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Value
 
Losses
 
Value
 
Losses
 
Value
 
Losses
Corporate debt securities
682

 
(9
)
 
17

 
(1
)
 
699

 
(10
)
Foreign government bonds
21

 
(1
)
 
16

 
(2
)
 
37

 
(3
)
Equity securities available for sale
8

 
(6
)
 
—

 
—

 
8

 
(6
)
Preferred stock available for sale
59

 
(1
)
 
19

 
(2
)
 
78

 
(3
)
Total temporarily impaired securities
$
770

 
$
(17
)
 
$
52

 
$
(5
)
 
$
822

 
$
(22
)
We recorded no impairment charges relating to investments during the three-month periods ended March 31, 2015 or 2014. As of March 31, 2015 and December 31, 2014, we held $4 million and $5 million, respectively, in fixed maturity securities for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our condensed consolidated financial statements.
The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three-month periods ending March 31, 2015 and 2014, respectively:
 
 
Three months ended March 31, 2015
 
 
Gross Realized Gains
 
Gross Realized Losses
 
Net Realized Gains (Losses)
 
Gross Proceeds from Sale/Maturity
 
 
(Dollars in millions)
Fixed maturity securities available for sale
 
$
1

 
$
—

 
$
1

 
$
238

Preferred stock available for sale
 
—

 
—

 
—

 
5

Equity securities available for sale
 
1

 
(2
)
 
(1
)
 
5

Other long-term investments
 
 
 
 
 
—

 
14

Total
 
 
 
 
 
$
—

 
$
262


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Three months ended March 31, 2014
 
 
Gross Realized Gains
 
Gross Realized Losses
 
Net Realized Gains (Losses)
 
Gross Proceeds from Sale/Maturity
 
 
(Dollars in millions)
Fixed maturity securities available for sale
 
$
2

 
$
—

 
$
2

 
$
301

Preferred stock available for sale
 
—

 
(2
)
 
(2
)
 
28

Other long-term investments
 
 
 
 
 
2

 
2

Total
 
 
 
 
 
$
2

 
$
331

Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of March 31, 2015 and December 31, 2014, investments in unconsolidated affiliates consisted of the following (dollars in millions):
 
Current Ownership
 
March 31, 2015
 
December 31, 2014
Ceridian
32
%
 
$
704

 
$
725

Other
Various

 
44

 
45

     Total
 
 
$
748

 
$
770


Our investment in Ceridian bonds is included in Fixed maturity securities available for sale on the Condensed Consolidated Balance Sheets and had a fair value of $31 million and $32 million as of March 31, 2015 and December 31, 2014, respectively. We did not purchase nor dispose of any Ceridian Bonds for the three months ended March 31, 2015.
We have historically accounted for our equity in Ceridian on a three-month lag. However, during the first quarter of 2014, we began to account for our equity in Ceridian on a real-time basis. Accordingly, our net earnings for the three-month period ended March 31, 2014 includes our equity in Ceridian's earnings for the six-month period ended March 31, 2014. Our net earnings for the three month period ended March 31, 2015 includes our equity in Ceridian's earnings for the corresponding three-month period ended March 31, 2015.
During the three month periods ended March 31, 2015 and 2014, we recorded $2 million and $30 million, in equity in losses of Ceridian, respectively. There were $1 million and $(1) million in equity in earnings (losses) of other unconsolidated affiliates during the three month periods ended March 31, 2015 and 2014, respectively.
Summarized financial information for Ceridian for the relevant dates and time periods included in our Condensed Consolidated Financial Statements is presented below.
 
March 31,
2015
 
December 31,
2014
 
(In millions)
Total current assets before customer funds
$
1,367

 
$
1,417

Customer funds
4,234

 
4,957

Goodwill and other intangible assets, net
2,407

 
2,509

Other assets
139

 
92

Total assets
$
8,147

 
$
8,975

Current liabilities before customer obligations
$
168

 
$
205

Customer obligations
4,208

 
4,931

Long-term obligations, less current portion
1,167

 
1,168

Other long-term liabilities
390

 
391

Total liabilities
5,933

 
6,695

Equity
2,214

 
2,280

Total liabilities and equity
$
8,147

 
$
8,975



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued


 
Three Months Ended March 31, 2015
 
Six Months Ended March 31, 2014
 
(In millions)
Total revenues
$
208

 
$
750

Loss before income taxes
(6
)
 
(105
)
Net loss
(9
)
 
(105
)


Note D —Notes Payable
Notes payable consists of the following:
 
 
March 31,
2015
 
December 31,
2014
 
 
(In millions)
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
 
$
398

 
$
398

Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018
 
288

 
288

Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017
 
300

 
300

FNF Term Loan, interest payable monthly at LIBOR + 1.63% (1.80% at March 31, 2015), due January 2019
 
1,100

 
1,100

Revolving Credit Facility, unsecured, unused portion of $800 at March 31, 2015, due July 2018 with interest payable monthly at LIBOR + 1.45%
 
—

 
—

Unsecured Black Knight Infoserv notes, including premium, interest payable semi-annually at 5.75%, due April 2023
 
616

 
616

ABRH Term Loan, interest payable monthly at LIBOR + 2.75% (2.93% at March 31, 2015), due August 2019
 
107

 
108

Digital Insurance Revolving Credit Facility, unused portion $39 at March 31, 2015, due March 31, 2020 with interest payable monthly at LIBOR + 2.50% - 3.50%
 
81

 
—

ABRH Revolving Credit Facility, unused portion of $83 at March 31, 2015, due August 2019 with interest payable monthly at LIBOR + 2.75%
 
—

 
—

J. Alexander's Revolving Credit Facility, unused portion of $15 at March 31, 2015, due December 2019, interest payable monthly at LIBOR + 2.25%
 
—

 
—

Other
 
16

 
16

 
 
$
2,906

 
$
2,826

At March 31, 2015, the estimated fair value of our long-term debt was approximately $3,300 million or $394 million higher than its carrying value. The carrying value of our FNF and ABRH term loans approximate the fair value at March 31, 2015 as they are variable rate instruments with short reset periods which reflect current market rates. The fair value of our unsecured notes payable was $1,996 million as of March 31, 2015. The fair values of our unsecured notes payable are based on established market prices for the securities on March 31, 2015 and are considered Level 2 financial liabilities. The carrying value of the Digital Insurance revolving credit facility approximates fair value at March 31, 2015, as it was entered into during the first quarter of 2015. The revolving credit facilities are considered Level 2 financial liabilities.
On March 31, 2015, Digital Insurance, entered into a senior secured credit facility (the “Digital Insurance Facility”) with Bank of America, N.A. (“Bank of America”) as Administrative Agent, JPMorgan Chase Bank, N.A. as Syndication Agent, and the other financial institutions party thereto. The Digital Insurance Facility provides for a maximum revolving loan of up to $120 million with a maturity date of March 31, 2020. The Digital Insurance Facility is guaranteed by Digital Insurance Holdings, Inc. (“DIH”) and each subsidiary of Digital Insurance (together with DIH, the “Loan Parties”) and secured by (i) a lien on all equity interests in Digital Insurance and each of its present and future subsidiaries, (ii) all property and assets of Digital Insurance and (iii) all proceeds and products of the property described in (i) and (ii) above. Pricing under the Digital Insurance Facility is based on an applicable margin between 250 and 350 basis points over LIBOR and between 150 and 250 basis points over the Base Rate (which is the highest of (a) 50 basis points in excess of the federal funds rate, (b) the Bank of America “prime rate” and (c) 100 basis points in excess of the one month LIBOR adjusted daily rate). A commitment fee amount is also due at a rate per annum equal to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued


between 25 and 40 basis points on the actual daily unused portions of the Digital Insurance Facility. The Digital Insurance Facility also allows Digital Insurance to request up to $15 million in letters of credit commitments and $10 million in swingline debt from Bank of America. The Digital Insurance Facility allows Digital Insurance to elect to increase the amount of revolving commitments by up to $40 million so long as (i) no default or event of default exists under the Digital Insurance Facility at the time of such request and (ii) Digital Insurance is in compliance with its financial covenants on a pro forma basis after giving effect to such request. The Digital Insurance facility is subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on Digital Insurance’s creation of liens, incurrence of indebtedness, dispositions of assets, restricted payments and transactions with affiliates. The Digital Insurance Facility includes customary events of default for facilities of this type, which include a cross-default provision whereby an event of default will be deemed to have occurred if any Loan Party fails to make any payment when due in respect of any indebtedness having a principal amount of $7.5 million or more or otherwise defaults under such indebtedness and such default results in a right by the lender to accelerate such Loan Party’s obligations. As of March 31, 2015, Digital Insurance had outstanding debt of $81 million under the Digital Insurance Facility.
On August 19, 2014, ABRH entered into a credit agreement (the “ABRH Credit Facility”) with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender (the “ABRH Administrative Agent”), Bank of America, N.A. as Syndication Agent and the other financial institutions party thereto. The ABRH Credit Facility provides for a maximum revolving loan of $100 million (the “ABRH Revolver") with a maturity date of August 19, 2019. As of March 31, 2015, ABRH has no outstanding borrowings under the ABRH Revolver. Additionally, the ABRH Credit Facility provides for a maximum term loan (the "ABRH Term Loan") of $110 million with quarterly installment repayments through June 30, 2019 and a maturity date of August 19, 2019 for the outstanding unpaid principal balance and all accrued and unpaid interest. ABRH has borrowed the entire $110 million under this term loan. Pricing for the ABRH Credit Facility is based on an applicable margin between 225 basis points to 300 basis points over LIBOR and between 125 basis points and 200 basis points over the Base Rate (which is the highest of (a) 50 basis points in excess of the federal funds rate, (b) the ABRH Administrative Agent “prime rate,” or (c) the sum of 100 basis points plus one-month LIBOR). A commitment fee amount is also due at a rate per annum equal to between 325 and 400 basis points on the average daily unused portion of the commitments under the ABRH Revolver. The ABRH Credit Facility also allows for ABRH to request up to $40 million of letters of credit commitments and $20 million in swingline debt from the ABRH Administrative Agent. The ABRH Credit Facility allows for ABRH to elect to enter into incremental term loans or request incremental revolving commitments (the “ABRH Incremental Loans”) under this facility so long as, (i) the total outstanding balance of the ABRH Revolver, the ABRH Term Loan and any ABRH Incremental Loans does not exceed $250 million, (ii) ABRH is in compliance with its financial covenants, (iii) no default or event of default exists under the ABRH Credit Facility on the day of such request either before or after giving effect to the request, (iv) the representations and warranties made under the ABRH Credit Facility are correct and (v) certain other conditions are satisfied. The ABRH Credit Facility is subject to affirmative, negative and financial covenants customary for financings of this type, including, among other things, limits on ABRH 's creation of liens, sales of assets, incurrence of indebtedness, restricted payments and transactions with affiliates. The covenants addressing restricted payments include certain limitations on the declaration or payment of dividends by ABRH to its parent, Fidelity Newport Holdings, LLC (“FNH”), and by FNH to its members. One such limitation restricts the amount of dividends that ABRH can pay to its parent (and that FNH can in turn pay to its members) up to $2 million in the aggregate (outside of certain other permitted dividend payments) in a fiscal year (with some carryover rights for undeclared dividends for subsequent years). Another limitation allows that, so long as ABRH satisfies certain leverage and liquidity requirements to the satisfaction of the ABRH Administrative Agent, ABRH may declare a special one-time dividend to Newport Global Opportunities Fund LP, and Fidelity National Financial Ventures, LLC or one of the entities under their control (other than portfolio companies) in an amount up to $75 million if such dividend occurs on or before November 17, 2014, or up to $1.5 million if such dividend occurs on or before June 15, 2016. The ABRH Credit Facility includes customary events of default for facilities of this type (with customary grace periods, as applicable), which include a cross-default provision whereby an event of default will be deemed to have occurred if ABRH or any of its guarantors, which consists of FNH and certain of its subsidiaries (together, the “Loan Parties”) or any of their subsidiaries default on any agreement with a third party of $10 million or more related to their indebtedness and such default results in a right by such third party to accelerate such Loan Party's or its subsidiary's obligations. The ABRH Credit Facility provides that, upon the occurrence of an event of default, the ABRH Administrative Lender may (i) declare the principal of, and any and all accrued and unpaid interest and all other amounts owed in respect of, the loans immediately due and payable, (ii) terminate loan commitments and (iii) exercise all other rights and remedies available to the ABRH Administrative Lender or the lenders under the loan documents. ABRH had $17 million of outstanding letters of credit and $83 million of remaining borrowing capacity under our revolving credit facility as of March 31, 2015.
On January 2, 2014, as a result of the LPS acquisition, FNF acquired $600 million aggregate principal amount of 5.75% Senior Notes due in 2023, initially issued by Black Knight Infoserv, LLC (formerly LPS, "Black Knight Infoserv") on October 12, 2012 (the "Black Knight Senior Notes"). The Black Knight Senior Notes were registered under the Securities Act of 1933, as amended,

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carry an interest rate of 5.75% and will mature on April 15, 2023. Interest is payable semi-annually on the 15th day of April and October. The Black Knight Senior Notes are senior unsecured obligations and were guaranteed by us as of January 2, 2014. At any time and from time to time, prior to October 15, 2015, Black Knight Infoserv may redeem up to a maximum of 35% of the original aggregate principal amount of the Black Knight Senior Notes with the proceeds of one or more equity offerings, at a redemption price equal to 105.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Prior to October 15, 2017, Black Knight Infoserv may redeem some or all of the Black Knight Senior Notes by paying a “make-whole” premium based on U.S. Treasury rates. On or after October 15, 2017, Black Knight Infoserv may redeem some or all of the Black Knight Senior Notes at the redemption prices described in the Black Knight Senior Notes indenture, plus accrued and unpaid interest. In addition, if a change of control occurs, Black Knight Infoserv is required to offer to purchase all outstanding Black Knight Senior Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).The Black Knight Senior Notes contain covenants that, among other things, limit Black Knight Infoserv's ability and the ability of certain of its subsidiaries (a) to incur or guarantee additional indebtedness or issue preferred stock, (b) to make certain restricted payments, including dividends or distributions on equity interests held by persons other than Black Knight Infoserv or certain subsidiaries, in excess of an amount generally equal to 50% of consolidated net income generated since July 1, 2008, (c) to create or incur certain liens, (d) to engage in sale and leaseback transactions, (e) to create restrictions that would prevent or limit the ability of certain subsidiaries to (i) pay dividends or other distributions to Black Knight Infoserv or certain other subsidiaries, (ii) repay any debt or make any loans or advances to Black Knight Infoserv or certain other subsidiaries or (iii) transfer any property or assets to Black Knight Infoserv or certain other subsidiaries, (f) to sell or dispose of assets of Black Knight Infoserv or any restricted subsidiary or enter into merger or consolidation transactions and (g) to engage in certain transactions with affiliates. As a result of our guarantee of the Black Knight Senior Notes on January 2, 2014, the notes became rated investment grade. The indenture provides that certain covenants are suspended while the Black Knight Senior Notes are rated investment grade. Currently covenants (a), (b), (e), certain provisions of (f) and (g) outlined above are suspended. These covenants will continue to be suspended as long as the notes are rated investment grade, as defined in the indenture. These covenants are subject to a number of exceptions, limitations and qualifications in the Black Knight Senior Notes indenture. The Black Knight Senior Notes contain customary events of default, including failure of Black Knight Infoserv (i) to pay principal and interest when due and payable and breach of certain other covenants and (ii) to make an offer to purchase and pay for the Black Knight Senior Notes tendered as required by the Black Knight Senior Notes. Events of default also include defaults with respect to any other debt of Black Knight Infoserv or debt of certain subsidiaries having an outstanding principal amount of $80 million or more in the aggregate for all such debt, arising from (i) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity. Upon the occurrence of an event of default (other than a bankruptcy default with respect to Black Knight Infoserv or certain subsidiaries), the trustee or holders of at least 25% of the Black Knight Senior Notes then outstanding may accelerate the Black Knight Senior Notes by giving us appropriate notice. If, however, a bankruptcy default occurs with respect to Black Knight Infoserv or certain subsidiaries, then the principal of and accrued interest on the Black Knight Senior Notes then outstanding will accelerate immediately without any declaration or other act on the part of the trustee or any holder. Subsequent to year end, on January 16, 2014, we issued an offer to purchase the Black Knight Senior Notes pursuant to the change of control provisions above at a purchase price of 101% of the principal amount plus accrued interest to the purchase date.  The offer expired on February 18, 2014.  As a result of the offer, bondholders tendered $5 million in principal of the Black Knight Senior Notes, which were subsequently purchased by us on February 24, 2014.
On July 11, 2013, FNF entered into a term loan credit agreement with Bank of America, N.A., as administrative agent (in such capacity, the “TL Administrative Agent”), the lenders party thereto and the other agents party thereto (the “Term Loan Agreement”). The Term Loan Agreement permits us to borrow up to $1.1 billion to fund the acquisition of LPS. The term loans under the Term Loan Agreement mature on the date that is five years from the funding date of the term loans under the Term Loan Agreement. Term loans under the Term Loan Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) 0.5% in excess of the federal funds rate, (b) the TL Administrative Agent’s “prime rate”, or (c) the sum of 1.0% plus one-month LIBOR) plus a margin of between 50 basis points and 100 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 150 basis points and 200 basis points depending on the senior unsecured long-term debt ratings of FNF. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for term loans subject to LIBOR is 163 basis points over LIBOR. Under the Term Loan Agreement, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Term Loan Agreement also includes customary events of default for facilities of this type (with customary

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grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding term loans may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Term Loan Agreement shall automatically become immediately due and payable, and the lenders’ commitments will automatically terminate. Under the Term Loan Agreement the financial covenants are the same as under the Revolving Credit Facility. On October 27, 2013, we amended the Term Loan Agreement to permit us to incur the indebtedness in respect of the Bridge Facility and incorporate technical changes to describe the structure of the LPS merger. As part of the acquisition of LPS on January 2, 2014, the Term Loan Agreement was fully funded.
On June 25, 2013, FNF entered into an agreement to amend and restate our existing $800 million second amended and restated credit agreement (the “Existing Credit Agreement”), dated as of April 16, 2012 with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto (the “Revolving Credit Facility”). Among other changes, the Revolving Credit Facility amends the Existing Credit Agreement to permit us to make a borrowing under the Revolving Credit Facility to finance a portion of the acquisition of LPS on a “limited conditionality” basis, incorporates other technical changes to permit us to enter into the Acquisition and extends the maturity of the Existing Credit Agreement. The lenders under the Existing Credit Agreement have agreed to extend the maturity date of their commitments under the credit facility from April 16, 2016 to July 15, 2018 under the Revolving Credit Facility. Revolving loans under the credit facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) 0.5% in excess of the federal funds rate, (b) the Administrative Agent's “prime rate”, or (c) the sum of 1.0% plus one-month LIBOR) plus a margin of between 32.5 and 60 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 132.5 and 160 basis points depending on the senior unsecured long-term debt ratings of FNF. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa3/BBB-, respectively, the applicable margin for revolving loans subject to LIBOR is 145 basis points. In addition, we will pay a facility fee of between 17.5 and 40 basis points on the entire facility, also depending on our senior unsecured long-term debt ratings. Under the Revolving Credit Facility, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio.  The Revolving Credit Facility also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. These events of default include a cross-default provision that, subject to limited exceptions, permits the lenders to declare the Revolving Credit Facility in default if: (i) (a) we fail to make any payment after the applicable grace period under any indebtedness with a principal amount (including undrawn committed amounts) in excess of 3.0% of our net worth, as defined in the Revolving Credit Facility, or (b) we fail to perform any other term under any such indebtedness, or any other event occurs, as a result of which the holders thereof may cause it to become due and payable prior to its maturity; or (ii) certain termination events occur under significant interest rate, equity or other swap contracts. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Revolving Credit Facility shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. Under the Revolving Credit Facility the financial covenants remain essentially the same as under the Existing Credit Agreement, except that the total debt to total capitalization ratio limit of 35% will increase to 37.5% for a period of one year after the closing of the LPS acquisition and the net worth test was reset. Also on October 24, 2013, FNF entered into amendments to amend the Revolving Credit Facility to permit us to incur the indebtedness in respect of the Bridge Facility and incorporate other technical changes to describe the structure of the LPS merger. As of March 31, 2015 there was no outstanding balance under the Revolving Credit Facility.
On August 28, 2012, FNF completed an offering of $400 million in aggregate principal amount of 5.50% notes due September 2022 (the "5.50% notes"), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The notes were priced at 99.513% of par to yield 5.564% annual interest. As such we recorded a discount of $2 million, which is netted against the $400 million aggregate principal amount of the 5.50% notes. The discount is amortized to September 2022 when the 5.50% notes mature. The 5.50% notes will pay interest semi-annually on the 1st of March and September, beginning March 1, 2013. We received net proceeds of $396 million, after expenses, which were used to repay the $237 million aggregate principal amount outstanding of our 5.25% unsecured notes maturing in March 2013, and $50 million outstanding on our revolving credit facility, with the remainder being used for general corporate purposes. These notes contain customary covenants and events of default for investment grade public debt. These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity.

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On August 2, 2011, FNF completed an offering of $300 million in aggregate principal amount of 4.25% convertible senior notes due August 2018 (the "Notes") in an offering conducted in accordance with Rule 144A under the Securities Act of 1933, as amended. The Notes contain customary event-of-default provisions which, subject to certain notice and cure-period conditions, can result in the acceleration of the principal amount of, and accrued interest on, all outstanding Notes if we breach the terms of the Notes or the indenture pursuant to which the Notes were issued. The Notes are unsecured and unsubordinated obligations and (i) rank senior in right of payment to any of our existing or future unsecured indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; (iii) are effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. Interest is payable on the principal amount of the Notes, semi-annually in arrears in cash on February 15 and August 15 of each year, commencing February 15, 2012. The Notes mature on August 15, 2018, unless earlier purchased by us or converted. The Notes were issued for cash at 100% of their principal amount. However, for financial reporting purposes, the notes were deemed to have been issued at 92.818% of par value, and as such we recorded a discount of $22 million to be amortized to August 2018, when the Notes mature. The Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment, of 46.387 shares per $1,000 principal amount of the Notes (which represents an initial conversion price of approximately $21.56 per share), only in the following circumstances and to the following extent: (i) during any calendar quarter commencing after December 31, 2011, if, for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price per share of our common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (ii) during the five consecutive business day period immediately following any 10 consecutive trading day period (the “measurement period”) in which, for each trading day of the measurement period, the trading price per $1,000 principal amount of notes was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the applicable conversion rate on such trading day; (iii) upon the occurrence of specified corporate transactions; or (iv) at any time on and after May 15, 2018. However, in all cases, the Notes will cease to be convertible at the close of business on the second scheduled trading day immediately preceding the maturity date. It is our intent and policy to settle conversions through “net-share settlement”. Generally, under “net-share settlement,” the conversion value is settled in cash, up to the principal amount being converted, and the conversion value in excess of the principal amount is settled in shares of our common stock. As of October 1, 2013, these notes were convertible under the 130% Sale Price Condition described above. On March 28, 2014, $42 thousand in principal of these bonds were converted at the election of the bondholder. These bonds had a fair value of $65 thousand. The conversion was completed in the second quarter of 2014.
On May 5, 2010, FNF completed an offering of $300 million in aggregate principal amount of our 6.60% notes due May 2017 (the "6.60% Notes"), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The 6.60% Notes were priced at 99.897% of par to yield 6.61% annual interest. We received net proceeds of $297 million, after expenses, which were used to repay outstanding borrowings under our credit agreement. Interest is payable semi-annually.  These notes contain customary covenants and events of default for investment grade public debt. These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity.
      Gross principal maturities of notes payable at March 31, 2015 are as follows (in millions):
 
2015 (remaining)
$
114

2016
174

2017
528

2018
530

2019
463

Thereafter
1,094

 
$
2,903



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Note E — Commitments and Contingencies
Legal and Regulatory Contingencies
In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our title operations, some of which include claims for punitive or exemplary damages. This customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. Additionally, like other insurance companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our insurance operations. We believe that no actions, other than the matters discussed below, depart from customary litigation incidental to our insurance business.
Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. These companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol.
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 its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Our accrual for legal and regulatory matters was $90 million as of March 31, 2015 and $95 million as of December 31, 2014. None of the amounts we have currently recorded are considered to be individually or in the aggregate material to our financial condition. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition.
Following a review by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and the Office of Thrift Supervision (collectively, the “banking agencies”), LPS entered into a consent order (the “Order”) dated April 13, 2011 with the banking agencies. The banking agencies' review of LPS' services included the services provided by its default operations to mortgage servicers regulated by the banking agencies, including document execution services. The Order does not make any findings of fact or conclusions of wrongdoing, nor does LPS admit any fault or liability. Under the Order, LPS agreed to further study the issues identified in the review and to enhance its compliance, internal audit, risk management and board oversight plans with respect to those businesses. LPS also agreed to engage an independent third party to conduct a risk assessment and review of its default management businesses and the document execution services we provided to servicers from January 1, 2008 through December 31, 2010.
The document execution review by the independent third party has been on indefinite hold since June 30, 2013 while the Banking Agencies consider what, if any, additional review work they would like the independent third party to undertake. Accordingly, the document execution review has taken, and is likely to continue to take longer to complete than previously anticipated. In addition, the LPS default operations that were subject to the Consent Order were contributed to ServiceLink in connection with the Internal Reorganization. To the extent such third party review, once completed, requires additional remediation of mortgage documents, ServiceLink has agreed to implement an appropriate plan to address the issues. The Consent Order contains various deadlines to accomplish the undertakings set forth therein, including the preparation of a remediation plan following the completion of the document execution review. We or the LPS default operations contributed to ServiceLink will continue to make periodic reports to the Banking Agencies on the progress with respect to each of the undertakings in the Consent Order. The Consent Order does not include any fine or other monetary penalty, although the Banking Agencies have not yet concluded their assessment of whether any civil monetary penalties should be imposed. ServiceLink has accrued for estimated losses expected to be paid for this matter in our legal and regulatory accrual.
From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and

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business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which may require us to pay fines or claims or take other actions.
Operating Leases
Future minimum operating lease payments are as follows (in millions):
2015 (remaining)
$
182

2016
245

2017
147

2018
117

2019
90

Thereafter
276

Total future minimum operating lease payments
$
1,057

Note F — Dividends
On May 1, 2015, our Board of Directors declared cash dividends of $0.19 per share, payable on June 30, 2015, to FNF Group common shareholders of record as of June 16, 2015.

Note G — Segment Information
Summarized financial information concerning our reportable segments is shown in the following tables. Prior period segment information has been restated to conform to the current segment presentation.
As of and for the three months ended March 31, 2015:
 
Title
 
BKFS
 
FNF Core Corporate and Other
 
Total FNF Core
 
Restaurant Group
 
FNFV Corporate
and Other
 
Total FNFV
 
Total
 
(In millions)
Title premiums
$
858

 
$
—

 
$
—

 
$
858

 
$
—

 
$
—

 
$
—

 
$
858

Other revenues
472

 
227

 
(4
)
 
695

 
—

 
113

 
113

 
808

Restaurant revenues
—

 
—

 
—

 
—

 
364

 
—

 
364

 
364

Revenues from external customers
1,330

 
227

 
(4
)
 
1,553

 
364

 
113

 
477

 
2,030

Interest and investment income, including realized gains and losses
30

 
—

 
—

 
30

 
—

 
1

 
1

 
31

Total revenues
1,360

 
227

 
(4
)
 
1,583

 
364

 
114

 
478

 
2,061

Depreciation and amortization
37

 
45

 
1

 
83

 
13

 
4

 
17

 
100

Interest expense
—

 
8

 
21

 
29

 
2

 
—

 
2

 
31

Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates
118

 
40

 
(28
)
 
130

 
10

 
11

 
21

 
151

Income tax expense
43

 
—

 
4

 
47

 
—

 
3

 
3

 
50

Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates
75

 
40

 
(32
)
 
83

 
10

 
8

 
18

 
101

Equity in earnings (loss) of unconsolidated affiliates
2

 
—

 
—

 
2

 
—

 
(3
)
 
(3
)
 
(1
)
Earnings (loss) from continuing operations
$
77

 
$
40

 
$
(32
)
 
$
85

 
$
10

 
$
5

 
$
15

 
$
100

Assets
$
8,309

 
$
3,599

 
$
64

 
$
11,972

 
$
665

 
$
1,084

 
$
1,749

 
$
13,721

Goodwill
2,291

 
2,224

 
3

 
4,518

 
118

 
76

 
194

 
4,712


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As of and for the three months ended March 31, 2014:
 
Title
 
BKFS
 
FNF Core Corporate and Other
 
Total FNF Core
 
Restaurant Group
 
FNFV Corporate
and Other (1) (2)

 
Total FNFV
 
Total
 
 
Title premiums
$
755

 
$
—

 
$
—

 
$
755

 
$
—

 
$
—

 
$
—

 
$
755

Other revenues
422

 
205

 
(9
)