Edgar Filing: Fidelity National Financial, Inc.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

10-Q

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 September 30, 2015



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):

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 September 30, 2015 were:

FNF Group Common Stock 277,517,179

FNFV Group Common Stock 75,805,382

FORM 10-Q

QUARTERLY REPORT

Quarter Ended September 30, 2015

TABLE OF CONTENTS




	Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	1
B. Condensed Consolidated Statements of Earnings for the three-month and nine-month periods ended September 30, 2015 and 2014	2
C. Condensed Consolidated Statements of Comprehensive Earnings for the three-month and nine-month periods ended September 30, 2015 and 2014	4
D. Condensed Consolidated Statement of Equity for the nine-month period ended September 30, 2015	5
E. Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2015 and 2014	6
F. Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosure About Market Risk	43
Item 4. Controls and Procedures	43
Part II: OTHER INFORMATION
Item 1. Legal Proceedings	44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6. Exhibits	45

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)



	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value, at September 30, 2015 and December 31, 2014 includes pledged fixed maturity securities of $337 and $499, respectively, related to secured trust deposits	$	2,661		$	3,025
Preferred stock available for sale, at fair value	292			223
Equity securities available for sale, at fair value	323			145
Investments in unconsolidated affiliates	682			770
Other long-term investments	104			172
Short-term investments, at September 30, 2015 and December 31, 2014 includes short term investments of $113 and $146, respectively, related to secured trust deposits	625			334
Total investments	4,687			4,669
Cash and cash equivalents, at September 30, 2015 and December 31, 2014 includes $248 and $136, respectively, of pledged cash related to secured trust deposits	1,018			700
Trade and notes receivables, net of allowance of $31 and $32, at September 30, 2015 and December 31, 2014, respectively	562			504
Goodwill	4,731			4,721
Prepaid expenses and other assets	583			484
Capitalized software, net	564			570
Other intangible assets, net	1,010			1,110
Title plants	394			393
Property and equipment, net	487			635
Income taxes receivable	—			59
Total assets	$	14,036		$	13,845
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	1,308		$	1,308
Notes payable	2,811			2,803
Reserve for title claim losses	1,605			1,621
Secured trust deposits	684			622
Income taxes payable	66			—
Deferred tax liability	613			703
Total liabilities	7,087			7,057
Commitments and Contingencies:
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC as of September 30, 2015 and 33% minority holder of Black Knight Financial Services, LLC and 35% minority holder of ServiceLink Holdings, LLC as of December 31, 2014	344			715
Equity:
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of September 30, 2015 and December 31, 2014; outstanding of 277,517,179 and 279,443,239 as of September 30, 2015 and December 31, 2014, respectively, and issued of 281,342,841 and 279,824,125 as of September 30, 2015 and December 31, 2014, respectively	—			—
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of September 30, 2015 and December 31, 2014; outstanding of 75,805,382 and 92,828,470 as of September 30, 2015 and December 31, 2014, respectively, and issued of 80,581,466 and 92,946,545 as of September 30, 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	4,772			4,855
Retained earnings	1,294			1,150
Accumulated other comprehensive (loss) earnings	(65		)	2
Less: treasury stock, 8,601,746 shares as of September 30, 2015 and 493,737 shares as of December 31, 2014, at cost	(209		)	(13		)
Total Fidelity National Financial, Inc. shareholders’ equity	5,792			5,994
Non-controlling interests	813			79
Total equity	6,605			6,073
Total liabilities, redeemable non-controlling interest and equity	$	14,036		$	13,845

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in millions)



	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
	(Unaudited)						(Unaudited)
Revenues:
Direct title insurance premiums	$	524		$	465		$	1,488		$	1,249
Agency title insurance premiums	647			528			1,685			1,450
Escrow, title related and other fees	852			736			2,517			2,097
Restaurant revenue	349			343			1,084			1,055
Interest and investment income	30			28			93			93
Realized gains and losses, net	(10		)	(7		)	(19		)	(6		)
Total revenues	2,392			2,093			6,848			5,938
Expenses:
Personnel costs	680			626			1,993			1,888
Agent commissions	495			396			1,279			1,098
Other operating expenses	476			411			1,424			1,247
Cost of restaurant revenue	302			296			921			899
Depreciation and amortization	102			101			306			302
Provision for title claim losses	65			59			185			169
Interest expense	34			32			97			96
Total expenses	2,154			1,921			6,205			5,699
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	238			172			643			239
Income tax expense	81			65			219			79
Earnings from continuing operations before equity in losses of unconsolidated affiliates	157			107			424			160
Equity in losses of unconsolidated affiliates	(19		)	(7		)	(16		)	(43		)
Net earnings from continuing operations	138			100			408			117
Net loss from discontinued operations, net of tax	—			(13		)	—			(1		)
Net earnings	138			87			408			116
Less: Net earnings (loss) attributable to non-controlling interests	6			(15		)	20			(75		)
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	132		$	102		$	388		$	191

Amounts attributable to Fidelity National Financial, Inc. common shareholders
Net earnings from continuing operations attributable to Old FNF common shareholders	$	—		$	—		$	—		$	77
Net earnings from discontinued operations attributable to Old FNF common shareholders	$	—		$	—		$	—		$	12
Net earnings attributable to Old FNF common shareholders	$	—		$	—		$	—		$	89

Net earnings attributable to FNF Group common shareholders	$	150		$	114		$	396		$	114

Net (loss) earnings from continuing operations attributable to FNFV Group common shareholders	$	(18	)	$	1		$	(8	)	$	1
Net loss from discontinued operations attributable to FNFV Group common shareholders	$	—		$	(13	)	$	—		$	(13	)
Net loss attributable to FNFV Group common shareholders	$	(18	)	$	(12	)	$	(8	)	$	(12	)

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - Continued

(In millions, except per share data)



	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
	(Unaudited)						(Unaudited)
Earnings per share
Basic
Net earnings per share from continuing operations attributable to Old FNF common shareholders	$	—		$	—		$	—		$	0.29
Net earnings per share from discontinued operations attributable to Old FNF common shareholders	—			—			—			0.04
Net earnings per share attributable to Old FNF common shareholders	$	—		$	—		$	—		$	0.33

Net earnings per share attributable to FNF Group common shareholders	$	0.54		$	0.41		$	1.42		$	0.41

Net (loss) earnings per share from continuing operations attributable to FNFV Group common shareholders	(0.24		)	0.01			(0.10		)	0.01
Net loss per share from discontinued operations attributable to FNFV Group common shareholders	—			(0.14		)	—			(0.14		)
Net loss per share attributable to FNFV Group common shareholders	$	(0.24	)	$	(0.13	)	$	(0.10	)	$	(0.13	)
Diluted
Net earnings per share from continuing operations attributable to Old FNF common shareholders	$	—		$	—		$	—		$	0.28
Net earnings per share from discontinued operations attributable to Old FNF common shareholders	—			—			—			0.04
Net earnings per share attributable to Old FNF common shareholders	$	—		$	—		$	—		$	0.32

Net earnings per share attributable to FNF Group common shareholders	$	0.53		$	0.40		$	1.38		$	0.40

Net (loss) earnings per share from continuing operations attributable to FNFV Group common shareholders	(0.24		)	0.01			(0.10		)	0.01
Net loss per share from discontinued operations attributable to FNFV Group common shareholders	—			(0.14		)	—			(0.14		)
Net loss per share attributable to FNFV Group common shareholders	$	(0.24	)	$	(0.13	)	$	(0.10	)	$	(0.13	)

Weighted average shares outstanding Old FNF common stock, basic basis	—			—			—			183
Weighted average shares outstanding Old FNF common stock, diluted basis	—			—			—			189
Cash dividends paid per share Old FNF common stock	$	—		$	—		$	—		$	0.36

Weighted average shares outstanding FNF Group common stock, basic basis	277			275			278			92
Weighted average shares outstanding FNF Group common stock, diluted basis	285			284			286			94
Cash dividends paid per share FNF Group common stock	$	0.21		$	0.18		$	0.59		$	0.18

Weighted average shares outstanding FNFV Group common stock, basic basis	76			92			81			31
Weighted average shares outstanding FNFV Group common stock, diluted basis	78			93			84			31

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions)



	Three months ended September 30,						Nine months ended September 30,
	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
	(Unaudited)						(Unaudited)
Net earnings	$	138		$	87		$	408		$	116
Other comprehensive loss:
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)	(19		)	(12		)	(30		)	9
Unrealized loss on investments in unconsolidated affiliates (2)	(19		)	(7		)	(24		)	(8		)
Unrealized loss on foreign currency translation (3)	(2		)	(8		)	(9		)	(5		)
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)	—			1			—			—
Minimum pension liability adjustment (5)	(4		)	—			(4		)	—
Other comprehensive loss	(44		)	(26		)	(67		)	(4		)
Comprehensive earnings	94			61			341			112
Less: Comprehensive earnings (loss) attributable to non-controlling interests	6			(15		)	20			(75		)
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders	$	88		$	76		$	321		$	187

Comprehensive earnings attributable to Old FNF common shareholders	$	—		$	—		$	—		$	111

Comprehensive earnings attributable to FNF Group common shareholders	$	125		$	100		$	357		$	100

Comprehensive loss attributable to FNFV Group common shareholders	$	(37	)	$	(24	)	$	(32	)	$	(24	)

_______________________________________


(1)	Net of income tax (benefit) expense of $(12) million and $(7) million for the three-month periods ended September 30, 2015 and 2014, respectively, and $(18) million and $5 million for the nine-month periods ended September 30, 2015 and 2014, respectively.


(2)	Net of income tax benefit of $12 million and $4 million for the three-month periods ended September 30, 2015 and 2014, respectively, and $15 million and $5 million for the nine-month periods ended September 30, 2015 and 2014, respectively.


(3)	Net of income tax benefit of $1 million and $5 million for the three-month periods ended September 30, 2015 and 2014, respectively, and $6 million and $3 million for the nine-month periods ended September 30, 2015 and 2014, respectively.


(4)	Net of income tax expense of less than $1 million for the three-month period ended September 30, 2014.


(5)	Net of income tax benefit of $2 million for both the three and nine-month periods ended September 30, 2015.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

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	280	$	—	93		$	—	$	4,855		$	1,150		$	2		—		$	(13	)	$	79		$	6,073		$	715
Equity offering costs	—	—		—		—		(1		)	—			—			—		—			—			(1		)	—
Exercise of stock options	1	—		—		—		19			—			—			—		—			—			19			—
Treasury stock repurchased	—	—		—		—		—			—			—			20		(381		)	—			(381		)	—
Tax benefit associated with the exercise of stock options	—	—		—		—		13			—			—			—		—			—			13			—
Other comprehensive earnings — unrealized loss on investments and other financial instruments	—	—		—		—		—			—			(30		)	—		—			—			(30		)	—
Other comprehensive earnings — unrealized loss on investments in unconsolidated affiliates	—	—		—		—		—			—			(24		)	—		—			—			(24		)	—
Other comprehensive earnings — unrealized loss on foreign currency translation	—	—		—		—		—			—			(9		)	—		—			—			(9		)	—
Other comprehensive earnings — minimum pension liability adjustment	—	—		—		—		—			—			(4		)	—		—			—			(4		)	—
J. Alexander's Spin-off	—	—		—		—		—			(80		)	—			—		—			(13		)	(93		)	—
Stock-based compensation	—	—		—		—		29			—			—			—		—			(44		)	(15		)	59
Retirement of treasury shares	—	—		(12	)	—		(186		)	—			—			(12	)	186			—			—			—
Shares withheld for taxes and in treasury	—	—		—		—		—			—			—			—		(1		)	—			(1		)
Dividends declared	—	—		—		—		—			(164		)	—			—		—			—			(164		)	—
Purchase of additional share in consolidated subsidiaries	—	—		—		—		(6		)	—			—			—		—			—			(6		)	—
Proceeds from Black Knight IPO	—	—		—		—		—			—			—			—		—			475			475			—
Gain on Black Knight IPO	—	—		—		—		53			—			—			—		—			(96		)	(43		)	—
Reclassification of redeemable NCI resulting from IPO/share conversion	—	—		—		—		—			—			—			—		—			430			430			(430		)
Contributions to non-controlling interests	—	—		—		—		—			—			—			—		—			(7		)	(7		)	—
Sale of non-controlling interest	—	—		—		—		—			—			—			—		—			(27		)	(27		)	—
Subsidiary dividends declared to non-controlling interests	—	—		—		—		—			—			—			—		—			(4		)	(4		)	—
Dilution of ownership in unconsolidated affiliates	—	—		—		—		(4		)	—			—			—		—			—			(4		)
Net earnings	—	—		—		—		—			388			—			—		—			20			408			—
Balance, September 30, 2015	281	$	—	81		$	—	$	4,772		$	1,294		$	(65	)	8		$	(209	)	$	813		$	6,605		$	344

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)



	For the nine months ended September 30,

	2015			2014
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	408		$	116
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	306			356
Equity in losses of unconsolidated affiliates	16			43
Loss on sales of investments and other assets, net	9			6
Gain on sale of Cascade Timberlands	(12		)	—
Impairment of assets	10			—
Stock-based compensation cost	44			39
Tax benefit associated with the exercise of stock options	(13		)	(5		)
Changes in assets and liabilities, net of effects from acquisitions:
Net increase in pledged cash, pledged investments, and secured trust deposits	(1		)	—
Net increase in trade receivables	(57		)	(53		)
Net increase in prepaid expenses and other assets	(67		)	(56		)
Net decrease in accounts payable, accrued liabilities, deferred revenue and other	(34		)	(182		)
Net decrease in reserve for title claim losses	(16		)	(50		)
Net change in income taxes	67			75
Net cash provided by operating activities	660			289
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale	712			581
Proceeds from calls and maturities of investment securities available for sale	245			321
Proceeds from sales of other assets	14			2
Additions to property and equipment and capitalized software	(172		)	(144		)
Purchases of investment securities available for sale	(936		)	(841		)
Net purchases of short-term investment securities	(309		)	—
Net purchases of other long-term investments	(22		)	(57		)
Contributions to investments in unconsolidated affiliates	(78		)	—
Distributions from unconsolidated affiliates	175			33
Net other investing activities	(9		)	(3		)
Acquisition of Lender Processing Services, Inc., net of cash acquired	—			(2,253		)
Acquisition of USA Industries, Inc., net of cash acquired	—			(40		)
Acquisition of BPG Holdings, LLC, net of cash acquired	(43		)	—
Acquisition of Compass and Prospective	(19		)	—
Proceeds from sale of Cascades Timberlands	56			—
Other acquisitions/disposals of businesses, net of cash acquired	(36		)	(45		)
Net cash used in investing activities	(422		)	(2,446		)
Cash flows from financing activities:
Borrowings	1,352			1,683
Debt service payments	(1,325		)	(860		)
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
Proceeds from Black Knight IPO	475			—
Dividends paid	(164		)	(150		)
Subsidiary dividends paid to non-controlling interest shareholders	(4		)	(47		)
Exercise of stock options	19			22
Equity and debt issuance costs	(1		)	(3		)
Tax benefit associated with the exercise of stock options	13			5
Distributions by BKFS to member	(17		)	—
Purchases of treasury stock	(374		)	—
Net cash (used in) provided by financing activities	(32		)	1,337
Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits	206			(820		)
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	$	770		$	810
Supplemental cash flow information:
Income taxes paid (received), net	$	148		$	(7	)
Interest paid	$	92		$	101

See Notes to Condensed Consolidated Financial Statements

Table of Contents

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.

Description of the Business

We have organized our business into two groups, FNF Core Operations and FNF Ventures ("FNFV").

Through our Core Operations, FNF is a leading provider of (i) title insurance, escrow and other title related services, including collection and trust activities, trustee sales guarantees, recordings and reconveyances and home warranty insurance and (ii) technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company operating through its title insurance underwriters - Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title of New York Inc. - that collectively issue more title insurance policies than any other title company in the United States. Through our subsidiary ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services including title-related services and facilitation of production and management of mortgage loans. FNF also provides industry-leading mortgage technology solutions, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiary, Black Knight Financial Services, Inc. ("Black Knight").

Through our FNFV group, we own majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC ("ABRH"), Ceridian HCM, Inc. and Fleetcor Technologies, Inc. (collectively "Ceridian") and Digital Insurance, Inc. ("Digital Insurance").

As of September 30, 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, Inc. ("LPS"), now combined with our ServiceLink business. Transaction services include other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.


•	Black Knight. This segment consists of the operations of Black Knight, which, through leading software systems and information solutions, provides mission critical technology and data and analytics services 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. As of September 30, 2015, 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. The segment also includes the results of J. Alexander's, Inc. ("J. Alexander's") through September 28, 2015, the date it was distributed to FNFV shareholders. See the Recent Developments section below for further discussion of the distribution of J. Alexander's.


•	FNFV Corporate and Other. This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including Digital Insurance, in which we own 96%, and other smaller operations which are not title related.

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Recent Developments

On October 28, 2015, we announced that we are reevaluating the form and timing of the spin-off of ABRH to FNFV shareholders previously announced on July 30, 2015.

On September 16, 2015, J. Alexander's and FNF entered into a Separation and Distribution Agreement, pursuant to which FNF agreed to distribute one hundred percent (100%) of its shares of J. Alexander's common stock, on a pro rata basis, to the holders of FNFV common stock. Holders of FNFV common stock received, as a distribution from FNF, approximately 0.17272 shares of J. Alexander’s common stock for every one share of FNFV common stock held at the close of business on September 22, 2015, the record date for the distribution (the “Distribution”). The Distribution was made on September 28, 2015. As a result of the Distribution, J. Alexander's is now an independent public company and its common stock is listed under the symbol “JAX” on the New York Stock Exchange. The Distribution is expected to generally be tax-free to FNFV shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of J. Alexander's fractional shares.

On July 20, 2015, we completed the recapitalization of ServiceLink Holdings, LLC through a conversion (the "ServiceLink Conversion") of $505 million of the $566 million aggregate preference amount associated with its Class A1 participating preferred units into slightly more than 67.3 million Class A common units. As a result of the ServiceLink Conversion, our ownership percentage in ServiceLink Holdings, LLC increased from 65% to 79%.

On July 20, 2015, our Board of Directors approved a new FNF Group three-year stock repurchase program, effective August 1, 2015, under which we may repurchase up to 25 million shares of FNF Group common stock. Purchases may be made from time to time by us in the open market at prevailing market prices or in privately negotiated transactions through July 31, 2018.

On May 29, 2015, Black Knight completed a redemption (the "Redemption") of $205 million in aggregate principal of its senior notes ("Black Knight Senior Notes") at a price of 105.750%. Black Knight incurred a charge on the Redemption of $12 million and also reduced 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 Black Knight Senior Notes remained outstanding.

On May 27, 2015, Black Knight InfoServ, LLC (“BKIS”), a subsidiary of Black Knight, entered into a credit and guaranty agreement (the “BKIS Credit Agreement”) with an aggregate borrowing capacity of $1.6 billion, with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. FNF does not provide any guaranty or stock pledge under the BKIS Credit Agreement.

On May 27, 2015, we entered into an amendment to our existing $800 million third amended and restated credit agreement (as previously amended, the “Existing Revolving Credit Agreement”), dated as of June 25, 2013, with Bank of America, N.A., as administrative agent, the other agents party thereto and the financial institutions party thereto as lenders (the “FNF Amended Revolving Credit Agreement”). Among other changes, the FNF Amended Revolving Credit Agreement amends the Existing Revolving Credit Agreement to permit FNF and its subsidiaries to incur the indebtedness and liens in connection with the BKIS Credit Agreement.

On May 26, 2015, Black Knight closed its initial public offering ("IPO") of 20,700,000 shares of Class A common stock at a price to the public of $24.50 per share, which included 2,700,000 shares of Class A common stock issued upon the exercise in full of the underwriters' option to purchase additional shares. Black Knight received net proceeds of $475 million from the offering, after deduction of underwriter discount and expenses. In connection with the IPO, Black Knight amended and restated its certificate of incorporation to authorize the issuance of two classes of common stock, Class A common stock and Class B common stock, which will generally vote together as a single class on all matters submitted for a vote to stockholders. As a result, Black Knight issued shares of Class B common stock to us, and certain Thomas H. Lee Partners affiliates, as the holders of membership interests in Black Knight Financial Services, LLC ("BKFS Operating, LLC") prior to the IPO. Class B common stock is not publicly traded and does not entitle the holders thereof to any of the economic rights, including rights to dividends and distributions upon liquidation that would be provided to holders of Class A common stock. Prior to the IPO, we owned 67% of the membership interests in BKFS Operating, LLC. Following the IPO, we own 55% of the outstanding shares of Black Knight in the form of Class B common stock, with a corresponding ownership interest in BKFS Operating, LLC.

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 substantially all of the assets 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 revenue from the sale was recorded in Escrow, title related and other fees and the cost of

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the land sold was in Other operating expenses in the Condensed Consolidated Statement of Operations in the nine months ended September 30, 2015. The effect of the sale on FNFV's net earnings was income of approximately $12 million. There was no effect on net earnings attributable to FNFV Group common shareholders due to offsetting amounts attributable to noncontrolling interests.

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 June 4, 2015, Digital Insurance closed on the purchase of Compass Consulting Group, Inc. ("Compass") and Prospective Risk Management Corporation ("Prospective"), pursuant to a certain Stock Purchase Agreement, for approximately $21 million. We first consolidated the results of Compass and Prospective as of June 30, 2015. Compass provides insurance and employee benefits consulting services for companies nationwide. Prospective is a third-party health care underwriting and consulting firm that offers risk assessment and risk consulting services to health insuring corporations, Professional Employer Organizations and Multiple Employer Welfare Arrangement organizations, single employer plans, and the agent/broker/health care consultant community.

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 first 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 "Remy Spin-off") of all of the outstanding shares of common stock of our previously owned subsidiary Remy International, Inc. ("New Remy", NASDAQ: REMY) a manufacturer and distributer of auto parts to FNFV shareholders. We continue to hold $29 million in Remy term loans, which are included in Fixed maturities available for sale on the Condensed Consolidated Balance Sheet. Prior to the Remy Spin-off, these investments were eliminated in consolidation.

As a result of the Remy Spin-off, the results from New Remy are reflected in the Condensed Consolidated Statements of Earnings as discontinued operations for the three and nine months ended September 30, 2014. Total revenue included in discontinued operations was $290 million and $893 million for the three and nine months ended September 30, 2014, respectively. Pre-tax (losses) earnings included in discontinued operations were $(18) million and $0 for the three and nine months ended September 30, 2014, respectively.

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A reconciliation of the operations of New Remy to the Statement of Earnings is shown below:



	Three months ended September 30, 2014			Nine months ended September 30, 2014
	(In millions)			(In millions)
Revenues:
Auto parts revenues	$	290		$	892
Other revenues	—			1
Total	290			893

Expenses:
Personnel costs	20			63
Other operating expenses	16			40
Cost of auto parts revenues	266			771
Depreciation & amortization	1			3
Interest expense	5			16
Total expenses	308			893

Loss from discontinued operations before income taxes	(18		)	—
Income tax benefit	(6		)	—
Net loss from discontinued operations	(12		)	—
Less: Net loss attributable to non-controlling interests	(7		)	(2		)
Net (loss) earnings from discontinued operations attributable to Fidelity National Financial, Inc. common shareholders	$	(5	)	$	2
Cash flow from discontinued operations data:
Net cash used in operations	$	(3	)	$	(7	)
Net cash used in investing activities	(5		)	(57		)

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.

The net earnings of Black Knight in our calculation of diluted earnings per share is adjusted for dilution related to certain Black Knight restricted stock granted to employees in accordance with ASC 260-10-55-20. We calculate the ratio of the Class B shares we own to the total weighted average diluted shares of Black Knight outstanding and multiply the ratio by their net earnings. The result is used as a substitution for Black Knight's net earnings attributable to FNF included in our consolidated net earnings in the numerator for our diluted EPS calculation. As the effect was antidilutive for the nine months ended September 30, 2015 and had no effect for the three months ended September 30, 2015, there were no adjustments made to net earnings attributable to FNF in our calculation of diluted EPS. There are no adjustments to earnings attributable to FNF in our calculation of basic EPS. There are no adjustments made to net earnings attributable to FNFV in our calculation of basic or diluted EPS.

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 no antidilutive options during the three and nine months ended September 30, 2015 and September 30, 2014, respectively.

As of the close of business on June 30, 2014, we completed the recapitalization of our previously outstanding FNF Class A common stock ("Old FNF common stock") into two tracking stocks, FNF Group common stock and FNFV Group common stock.

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As a result of the recapitalization, the weighted average shares outstanding presented on the Condensed Consolidated Statements of Earnings for the nine month period ended September 30, 2014 includes shares of Old FNF common stock. The weighted average shares outstanding presented on the Condensed Consolidated Statements of Earnings for the three and nine month periods ended September 30, 2015 include shares of FNF Group common stock and FNFV Group common stock. Earnings per share for all periods presented are attributed to the related class of common stock.

Accounting for Sales of Stock by a Subsidiary

Black Knight closed its IPO on May 26, 2015. Black Knight received net proceeds of $475 million from the offering, net of underwriting discounts and fees. As a result, we recorded a $53 million gain to additional paid in capital, a decrease in non-controlling interest in consolidated subsidiary of $96 million and an increase to deferred tax liability of $43 million as of and for the nine months ended September 30, 2015.

Recent Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis. 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 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 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, the FASB issued ASU No. 2015-03 Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. 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. We early adopted the standard as of June 30, 2015 and have retrospectively applied the standard to all periods presented. Accordingly, unamortized debt issuance costs of $34 million and $23 million have been reclassified from Other intangible assets to offset Notes payable in the Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014, respectively. Had we adopted this ASU as of March 31, 2015, $23 million of debt issuance costs would have been reclassified from Other intangible assets to offset Note payable in our March 31, 2015 Condensed Consolidated Balance Sheet. The reclassification had no effect on income or retained earnings in any period.

In May 2015, the FASB issued ASU No. 2015-09 Financial Services - Insurance (Topic 944): Disclosures about Short-Duration Contracts. The amendments in this ASU require insurance entities to disclose for annual reporting periods additional information about the liability for unpaid claims and claim adjustment expenses related to short-duration contracts. The amendments also require insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate the liability for unpaid claims and claim adjustment expenses. This update is effective for annual and interim periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2016, with early application permitted. We do not expect this update to have a significant effect on our ongoing financial reporting as our primary insurance products are not short-duration contracts. However, we are still evaluating the totality of the effects the update will have on our disclosures.

In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendments in this ASU defer the effective date of the guidance in Update 2014-09 which provides a new comprehensive revenue recognition model that requires companies to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Update 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising

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from customer contracts. Update 2015-14 makes the amendments in Update 2014-09 effective for annual and interim periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted only as of reporting periods beginning after December 15, 2016. Update 2014-09 permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our consolidated financial statements and related disclosures.

In September 2015, the FASB issued ASU No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer will be required to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Entities will also be required to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The ASU requires the prospective application of the amendments for adjustments to provisional amounts that occur after its effective date. While we are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures, the ASU would potentially have a material effect in future periods on large acquisitions with significant measurement period adjustments.

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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 September 30, 2015 and December 31, 2014, respectively:



	September 30, 2015
	Level 1		Level 2		Level 3		Total
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	—	$	118	$	—	$	118
State and political subdivisions	—		798		—		798
Corporate debt securities	—		1,567		—		1,567
Mortgage-backed/asset-backed securities	—		75		—		75
Foreign government bonds	—		103		—		103
Preferred stock available for sale	56		236		—		292
Equity securities available for sale	312		11		—		323
Total assets	$	368	$	2,908	$	—	$	3,276



	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.

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•	Mortgage-backed/asset-backed securities: These securities are comprised of agency mortgage-backed securities, collateralized 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: This security is 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 September 30, 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.

Note C — Investments

The carrying amounts and fair values of our available for sale securities at September 30, 2015 and December 31, 2014 are as follows:



	September 30, 2015
	Carrying		Cost		Unrealized		Unrealized			Fair
	Value		Basis		Gains		Losses			Value
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	118	$	116	$	2	$	—		$	118
State and political subdivisions	798		774		24		—			798
Corporate debt securities	1,567		1,561		22		(16		)	1,567
Mortgage-backed/asset-backed securities	75		72		3		—			75
Foreign government bonds	103		119		—		(16		)	103
Preferred stock available for sale	292		294		3		(5		)	292
Equity securities available for sale	323		268		78		(23		)	323
Total	$	3,276	$	3,204	$	132	$	(60	)	$	3,276



	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.

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The following table presents certain information regarding contractual maturities of our fixed maturity securities at September 30, 2015:



	September 30, 2015
	Amortized		% of		Fair		% of
Maturity	Cost		Total		Value		Total
	(Dollars in millions)
One year or less	$	415	16	%	$	416	16	%
After one year through five years	1,828		69		1,839		69
After five years through ten years	297		11		301		11
After ten years	30		1		30		1
Mortgage-backed/asset-backed securities	72		3		75		3
Total	$	2,642	100	%	$	2,661	100	%
Subject to call	$	1,562	59	%	$	1,569	59	%

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 $1,255 million and $1,258 million in amortized cost and fair value, respectively, of fixed maturity securities with make-whole call provisions as of September 30, 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 September 30, 2015 and December 31, 2014, were as follows (in millions):



September 30, 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	$	365	$	(15	)	$	13	$	(1	)	$	378	$	(16	)
Foreign government bonds	79		(11		)	23		(5		)	102		(16		)
Preferred stock available for sale	150		(3		)	25		(2		)	175		(5		)
Equity securities available for sale	154		(23		)	—		—			154		(23		)
Total temporarily impaired securities	$	748	$	(52	)	$	61	$	(8	)	$	809	$	(60	)



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 $9 million in impairment charges on fixed maturity securities during the three and nine-month periods ended September 30, 2015 relating to investments that were determined to be other-than-temporarily impaired. The impairment charges were for fixed maturity securities that we determined the credit risk of the holdings was high and the ability of the issuer to pay the full amount of the principal was unlikely. We recorded no impairment charges relating to investments during the three or nine-month periods ended September 30, 2014. As of September 30, 2015 and December 31, 2014, we held $2 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.

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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 and nine-month periods ended September 30, 2015 and 2014, respectively:



	Three months ended September 30, 2015										Nine months ended September 30, 2015
	Gross Realized Gains		Gross Realized Losses			Net Realized Gains (Losses)			Gross Proceeds from Sale/Maturity		Gross Realized Gains		Gross Realized Losses			Net Realized Gains (Losses)			Gross Proceeds from Sale/Maturity
	(Dollars in millions)										(Dollars in millions)
Fixed maturity securities available for sale	$	9	$	(12	)	$	(3	)	$	375	$	13	$	(15	)	$	(2	)	$	899
Preferred stock available for sale	—		—			—			5		—		—			—			43
Equity securities available for sale	9		(6		)	3			20		10		(8		)	2			26
Other long-term investments						—			—							—			14
Other assets						(10		)	—