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)

Document

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 June 30, 2016



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 July 31, 2016 were:

FNF Group Common Stock 272,634,601

FNFV Group Common Stock 67,166,506

FORM 10-Q

QUARTERLY REPORT

Quarter Ended June 30, 2016

TABLE OF CONTENTS




	Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015	1
B. Condensed Consolidated Statements of Earnings for the three-month and six-month periods ended June 30, 2016 and 2015	2
C. Condensed Consolidated Statements of Comprehensive Earnings for the three-month and six-month periods ended June 30, 2016 and 2015	3
D. Condensed Consolidated Statement of Equity for the six-month period ended June 30, 2016	4
E. Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2016 and 2015	5
F. Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosure About Market Risk	36
Item 4. Controls and Procedures	36
Part II: OTHER INFORMATION
Item 1. Legal Proceedings	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 6. Exhibits	38

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)



	June 30, 2016			December 31, 2015
	(Unaudited)
ASSETS
Investments:
Fixed maturity securities available for sale, at fair value, at June 30, 2016 and December 31, 2015 includes pledged fixed maturity securities of $336 and $342, respectively, related to secured trust deposits	$	2,550		$	2,558
Preferred stock available for sale, at fair value	304			289
Equity securities available for sale, at fair value	429			345
Investments in unconsolidated affiliates	635			521
Other long-term investments	103			106
Short-term investments, at June 30, 2016 and December 31, 2015 includes short-term investments of $258 and $266, respectively, related to secured trust deposits	675			1,034
Total investments	4,696			4,853
Cash and cash equivalents, at June 30, 2016 and December 31, 2015 includes $520 and $108, respectively, of pledged cash related to secured trust deposits	1,134			780
Trade and notes receivables, net of allowance of $21 and $32, at June 30, 2016 and December 31, 2015, respectively	533			496
Goodwill	4,863			4,760
Prepaid expenses and other assets	667			615
Capitalized software, net	565			553
Other intangible assets, net	978			969
Title plants	395			395
Property and equipment, net	607			510
Total assets	$	14,438		$	13,931
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	1,258		$	1,283
Notes payable	2,785			2,793
Reserve for title claim losses	1,590			1,583
Secured trust deposits	1,102			701
Income taxes payable	91			45
Deferred tax liability	599			594
Total liabilities	7,425			6,999
Commitments and Contingencies:
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC	344			344
Equity:
FNF Group common stock, $0.0001 par value; authorized 487,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 272,703,257 and 275,781,160 as of June 30, 2016 and December 31, 2015, respectively, and issued of 283,681,067 and 282,394,970 as of June 30, 2016 and December 31, 2015, respectively	—			—
FNFV Group common stock, $0.0001 par value; authorized 113,000,000 shares as of June 30, 2016 and December 31, 2015; outstanding of 67,241,506 and 72,217,882 as of June 30, 2016 and December 31, 2015, respectively, and issued of 80,581,608 and 80,581,466 as of June 30, 2016 and December 31, 2015, respectively	—			—
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none	—			—
Additional paid-in capital	4,826			4,795
Retained earnings	1,530			1,374
Accumulated other comprehensive loss	(1		)	(69		)
Less: treasury stock, 24,317,912 shares as of June 30, 2016 and 14,977,394 shares as of December 31, 2015, at cost	(546		)	(346		)
Total Fidelity National Financial, Inc. shareholders’ equity	5,809			5,754
Non-controlling interests	860			834
Total equity	6,669			6,588
Total liabilities, redeemable non-controlling interest and equity	$	14,438		$	13,931

See Notes to Condensed Consolidated Financial Statements

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in millions, except per share data)



	Three months ended June 30,						Six months ended June 30,
	2016			2015			2016		2015
	(Unaudited)						(Unaudited)
Revenues:
Direct title insurance premiums	$	540		$	547		$	962	$	964
Agency title insurance premiums	691			597			1,221		1,038
Escrow, title-related and other fees	907			857			1,686		1,665
Restaurant revenue	292			371			585		735
Interest and investment income	37			32			67		63
Realized gains and losses, net	15			(9		)	9		(9		)
Total revenues	2,482			2,395			4,530		4,456
Expenses:
Personnel costs	707			690			1,359		1,313
Agent commissions	526			451			928		784
Other operating expenses	493			482			925		948
Cost of restaurant revenue	245			313			490		619
Depreciation and amortization	102			104			202		204
Provision for title claim losses	68			69			120		120
Interest expense	33			32			67		63
Total expenses	2,174			2,141			4,091		4,051
Earnings from continuing operations before income taxes and equity in (losses) earnings of unconsolidated affiliates	308			254			439		405
Income tax expense	101			88			150		138
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates	207			166			289		267
Equity in (losses) earnings of unconsolidated affiliates	(1		)	4			1		3
Net earnings from continuing operations	206			170			290		270
Less: Net earnings attributable to non-controlling interests	9			—			19		14
Net earnings attributable to Fidelity National Financial, Inc. common shareholders	$	197		$	170		$	271	$	256

Amounts attributable to Fidelity National Financial, Inc. common shareholders
Net earnings attributable to FNF Group common shareholders	$	187		$	160		$	260	$	246

Net earnings attributable to FNFV Group common shareholders	$	10		$	10		$	11	$	10

Earnings per share
Basic
Net earnings per share attributable to FNF Group common shareholders	$	0.69		$	0.57		$	0.95	$	0.88

Net earnings per share attributable to FNFV Group common shareholders	$	0.15		$	0.12		$	0.16	$	0.12
Diluted
Net earnings per share attributable to FNF Group common shareholders	$	0.67		$	0.56		$	0.93	$	0.86

Net earnings per share attributable to FNFV Group common shareholders	$	0.14		$	0.12		$	0.15	$	0.12

Weighted average shares outstanding FNF Group common stock, basic basis	272			279			273		278

Weighted average shares outstanding FNF Group common stock, diluted basis	281			287			281		287

Cash dividends paid per share FNF Group common stock	$	0.21		$	0.19		$	0.42	$	0.38

Weighted average shares outstanding FNFV Group common stock, basic basis	67			78			69		84

Weighted average shares outstanding FNFV Group common stock, diluted basis	70			80			71		86

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 June 30,					Six months ended June 30,
	Three months ended June 30,					Six months ended June 30,
	2016		2015			2016		2015
	(Unaudited)					(Unaudited)
Net earnings	$	206	$	170		$	290	$	270
Other comprehensive earnings (loss):
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)	25		(19		)	46		(11		)
Unrealized gain (loss) on investments in unconsolidated affiliates (2)	2		7			15		(5		)
Unrealized gain (loss) on foreign currency translation (3)	1		(4		)	5		(7		)
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)	2		—			2		—
Other comprehensive earnings (loss)	30		(16		)	68		(23		)
Comprehensive earnings	236		154			358		247
Less: Comprehensive earnings attributable to non-controlling interests	9		—			19		14
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders	$	227	$	154		$	339	$	233

Comprehensive earnings attributable to FNF Group common shareholders	$	219	$	137		$	318	$	228

Comprehensive earnings attributable to FNFV Group common shareholders	$	8	$	17		$	21	$	5

_______________________________________


(1)	Net of income tax expense (benefit) of $16 million and $(11) million for the three-month periods ended June 30, 2016 and 2015, respectively, and $29 million and $(6) million for the six-month periods ended June 30, 2016 and 2015, respectively.


(2)	Net of income tax expense (benefit) of $1 million and $5 million for the three-month periods ended June 30, 2016 and 2015, respectively, and $9 million and $(3) million for the six-month periods ended June 30, 2016 and 2015, respectively.


(3)	Net of income tax expense (benefit) of $1 million and $(3) million for the three-month periods ended June 30, 2016 and 2015, respectively, and $3 million and $(5) million for the six-month periods ended June 30, 2016 and 2015, respectively.


(4)	Net of income tax expense of $1 million for the three and six-month periods ended June 30, 2016.

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, 2015	282	$	—	81	$	—	$	4,795	$	1,374		$	(69	)	15	$	(346	)	$	834		$	6,588		$	344
Exercise of stock options	2	—		—	—		12		—			—			—	—			—			12			—
Treasury stock repurchased	—	—		—	—		—		—			—			9	(200		)	—			(200		)	—
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments	—	—		—	—		—		—			46			—	—			(2		)	44			—
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates	—	—		—	—		—		—			15			—	—			—			15			—
Other comprehensive earnings — unrealized gain on foreign currency translation	—	—		—	—		—		—			5			—	—			—			5			—
Reclassification adjustments for change in unrealized gains and losses included in net earnings	—	—		—	—		—		—			2			—	—			—			2			—
Stock-based compensation	—	—		—	—		19		—			—			—	—			10			29			—
Dividends declared	—	—		—	—		—		(115		)	—			—	—			—			(115		)	—
Acquisitions of non-controlling interests	—	—		—	—		—		—			—			—	—			2			2			—
Subsidiary dividends declared to non-controlling interests	—	—		—	—		—		—			—			—	—			(3		)	(3		)	—
Net earnings	—	—		—	—		—		271			—			—	—			19			290			—
Balance, June 30, 2016	284	$	—	81	$	—	$	4,826	$	1,530		$	(1	)	24	$	(546	)	$	860		$	6,669		$	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 six months ended June 30,

	2016			2015
	(Unaudited)
Cash flows from operating activities:
Net earnings	$	290		$	270
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	202			204
Equity in earnings of unconsolidated affiliates	(1		)	(3		)
Gain on sales of investments and other assets, net	(12		)	(9		)
Gain on sale of Cascade Timberlands	—			(12		)
Impairment of assets	3			—
Stock-based compensation cost	29			32
Changes in assets and liabilities, net of effects from acquisitions:
Net change in pledged cash, pledged investments, and secured trust deposits	3			(1		)
Net increase in trade receivables	(31		)	(65		)
Net increase in prepaid expenses and other assets	(43		)	(48		)
Net decrease in accounts payable, accrued liabilities, deferred revenue and other	(81		)	(76		)
Net increase (decrease) in reserve for title claim losses	7			(9		)
Net change in income taxes	8			106
Net cash provided by operating activities	374			389
Cash flows from investing activities:
Proceeds from sales of investment securities available for sale	165			405
Proceeds from calls and maturities of investment securities available for sale	214			159
Proceeds from sales of other assets	—			14
Proceeds from the sale of cost method and other investments	36			—
Additions to property and equipment and capitalized software	(180		)	(103		)
Purchases of investment securities available for sale	(387		)	(606		)
Net proceeds from (purchases of) short-term investment securities	351			(47		)
Purchases of other long-term investments	—			(21		)
Contributions to investments in unconsolidated affiliates	(130		)	(35		)
Distributions from unconsolidated affiliates	44			154
Net other investing activities	6			(7		)
Acquisition of eLynx Holdings, Inc., net of cash acquired	(115		)	—
Acquisition of BPG Holdings, LLC, net of cash acquired	—			(43		)
Proceeds from sale of Cascade Timberlands	—			56
Other acquisitions/disposals of businesses, net of cash acquired	(104		)	(32		)
Net cash used in investing activities	(100		)	(106		)
Cash flows from financing activities:
Borrowings	87			1,334
Debt service payments	(111		)	(1,309		)
Additional investment in non-controlling interest	—			(6		)
Proceeds from Black Knight IPO	—			475
Dividends paid	(115		)	(106		)
Subsidiary dividends paid to non-controlling interest shareholders	(3		)	(2		)
Exercise of stock options	12			14
Equity and debt issuance costs	—			(1		)
Distributions by Black Knight to member	—			(17		)
Payment of contingent consideration for prior period acquisitions	(1		)	—
Purchases of treasury stock	(201		)	(252		)
Net cash (used in) provided by financing activities	(332		)	130
Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits	(58		)	413
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period	672			564
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period	$	614		$	977
Supplemental cash flow information:
Income taxes paid, net	$	140		$	26
Interest paid	$	62		$	61

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 (our "Annual Report") for the year ended December 31, 2015.

Certain reclassifications have been made in the 2015 Condensed Consolidated Financial Statements to conform to classifications used in 2016.

Description of the Business

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

Through FNF Group, we are a leading provider of (i) title insurance, escrow and other title-related services, including 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 Insurance of New York Inc. - which 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. ("Ceridian"), Digital Insurance, Inc. ("Digital Insurance") and Del Frisco's Restaurant Group ("Del Frisco's", NYSE: DFRG).

As of June 30, 2016, we had the following reporting segments:

FNF Group

•

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 trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty insurance. This segment also includes our transaction services business, which includes 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 Group Corporate and Other. This segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other real estate and insurance-related operations.

FNFV

•

Restaurant Group. This segment consists of the operations of ABRH, in which we hold a 55% ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn, Bakers Square, and Legendary Baking restaurant and food service concepts. As of and for the six months ended June 30, 2015, this segment also included the results of J. Alexander's, Inc. ("J. Alexander's"), which was distributed to FNFV shareholders on September 28, 2015, and the Max & Erma's concept, which was sold pursuant to an Asset Purchase Agreement on January 25, 2016.


•	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.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Recent Developments

On July 26, 2016, we announced that FNF Group signed a definitive agreement to acquire Commissions, Inc. ("CINC"), a leading provider of web-based real estate marketing and customer relationship management software for elite agents and teams across North America. CINC’s product offerings include software, marketing and services designed to enhance the productivity and sales results of elite Realtors® and agent teams through lead generation and proactive lead management.

During the second quarter of 2016 we invested $30 million in CF Corporation (“CF Corp”, NYSE: CFCOU), a blank check company co-founded by William P. Foley, the Chairman of our Board of Directors. Mr. Foley also serves as the Co-Executive Chairman of CF Corp. As of June 30, 2016, our investment in CF Corp has a fair value of $30 million and is included in Equity securities available for sale on the corresponding Condensed Consolidated Balance Sheet.

On May 16, 2016, Black Knight completed its acquisition of eLynx Holdings, Inc. ("eLynx"), a leading lending document and data delivery platform, for $115 million. eLynx helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. This acquisition positions Black Knight to electronically support the full mortgage origination process. See Note B for further discussion.

On May 2, 2016, we purchased certain shares of common and preferred stock of Ceridian Holding, LLC, the ultimate parent of Ceridian, from third-party minority interest holders for $17 million. As a result of this purchase, our ownership of Ceridian increased from 32% to 33%.

On April 29, 2016, pursuant to the terms of a certain “synthetic lease” agreement, dated as of June 29, 2004, as amended on June 27, 2011, and further described under Off-Balance Sheet Arrangements in Item 2 of Part I of this Quarterly Report, we exercised our option to purchase the land and various real property improvements associated with our corporate campus and headquarters in Jacksonville, Florida from SunTrust Bank for $71 million.

On March 30, 2016, Ceridian HCM Holding, Inc., a wholly-owned subsidiary of Ceridian, completed its offering (the "Offering") of senior convertible preferred shares for aggregate proceeds of $150 million. As part of the Offering, FNF purchased a number of shares equal to its pro-rata ownership in Ceridian for $47 million. FNF's ownership percentage in Ceridian did not change as a result of the transaction.

On March 3, 2016 our Board of Directors adopted a resolution increasing the size of the Company’s Board of Directors to eleven, and elected Janet Kerr to serve on our Board of Directors. Ms. Kerr serves in Class II of our Board of Directors, and her initial term expired at the annual meeting of our shareholders held on June 15, 2016, at which time shareholders elected her to the Board of Directors. At this time, Ms. Kerr has not been appointed to any committee of our Board.

On February 18, 2016 our Board of Directors approved a new FNFV Group three-year stock repurchase program, effective March 1, 2016, under which we may repurchase up to 15 million shares of FNFV 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 February 28, 2019.

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 in a given period by the weighted average number of common shares outstanding during such 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 hold to the total weighted average diluted shares of Black Knight outstanding and multiply such ratio by Black Knight's 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 earnings per share calculation. As the result had no effect for the three or six-months ended June 30, 2016, there were no adjustments made to net earnings attributable to FNF in our calculation of diluted earnings per share. There are no adjustments to earnings attributable to FNF in our calculation of basic earnings per share. There are no adjustments made to net earnings attributable to FNFV in our calculation of basic or diluted earnings per share.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

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 2 million antidilutive options outstanding during both the three and six-months ended June 30, 2016. There were no antidilutive options outstanding during the three or six-month periods ended June 30, 2015.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU 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. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update permits the use of either the retrospective or cumulative effect transition method. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations was issued by FASB in March 2016 to clarify the principal versus agent considerations within ASU 2014-09. ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing was issued by the FASB in April 2016 to clarify how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued by the FASB in May 2016 to clarify certain terms from the aforementioned updates and to add practical expedients for contracts at various stages of completion.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 ongoing financial reporting. Upon issuance of ASU 2015-14, the effective date of ASU 2014-09 was deferred to annual and interim periods beginning on or after December 15, 2017.

In February 2015, the FASB issued 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, as amended, 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 for prior periods. This update is effective for annual and interim periods beginning on or after December 15, 2015. We adopted the update as of March 31, 2016. The update did not have a material effect on our financial position or results of operations.

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 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 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. We adopted the update as of March 31, 2016. The update did not have a material effect on our financial position or results of operations.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The primary amendments required by the ASU include: requiring equity investments with readily determinable fair values to be measured at fair value through net income rather than through other comprehensive income; allowing entities with equity investments without readily determinable fair values to report the investments at cost, adjusted for changes in observable prices, less impairment; requiring entities that elect the fair value option for financial liabilities to report the change in fair value attributable to instrument-specific credit risk in other comprehensive income; and clarifying that entities should assess the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires a cumulative-effect adjustment of the balance sheet as of the beginning of the year of adoption. Early adoption of the ASU is not permitted, except for the provision related to financial liabilities for which the fair value option has been elected. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects.

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The amendments in this ASU introduce broad changes to the accounting and reporting for leases by lessees. The main provisions of the new standard include: clarifications to the definitions of a lease, components of leases, and criteria for determining lease classification; requiring virtually all leased assets, including operating leases and related liabilities, to be reflected on the lessee's balance sheet; and expanding and adding to the required disclosures for lessees. This update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the standard is permitted. The ASU requires a modified retrospective approach to transitioning which allows for the use of practical expedients to effectively account for leases commenced prior to the effective date in accordance with previous GAAP, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects.

In March 2016, the FASB issued ASU No. 2016-04 Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. The primary amendment in this ASU will provide guidance for derecognition of prepaid stored-value product liabilities that meet certain criteria and was designed to alleviate diversity in practice under current GAAP. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect this update to have a significant effect on our ongoing financial reporting as we do not have a significant liability for prepaid stored-value products. However, we are still evaluating the totality of the effects the update will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-07 Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The primary amendment in this ASU is to eliminate the requirement to retroactively adopt the equity method of accounting. This update is effective for annual and interim periods beginning after December 15, 2016, including interim periods within those fiscal years. We adopted the update as of March 31, 2016. The update did not have a material effect on our financial position or results of operations.

In March 2016, the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard makes several modifications to ASC Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. We adopted this ASU as of March 31, 2016. For the three and six-month periods ended June 30, 2016 we have recorded $7 million and $11 million, respectively, in income tax benefit related to the tax effects associated with the exercise of stock options within Income tax expense on the Condensed Consolidated Statement of Earnings. There was no impact to opening equity for the six-month period ended June 30, 2016. There was no impact to net earnings for the three or six-month periods ended June 30, 2015. The Condensed Consolidated Statement of Cash Flows for the six-month period ended June 30, 2015 has been restated to conform with the current period, which resulted in an increase to both cash flows provided by operations and cash flows used in financing activities of $11 million for the period. We did not change our accounting policy for estimating expected forfeitures of stock compensation.

In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The amendments in this ASU introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss ("CECL") model that is based on expected rather than incurred losses and amendments to the accounting for impairment of debt securities available for sale. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects.

Note B — Acquisitions

On May 16, 2016, Black Knight completed its acquisition of eLynx, a leading lending document and data delivery platform. eLynx helps clients in the financial services and real estate industries electronically capture and manage documents and associated data throughout the document lifecycle. Black Knight purchased eLynx to augment its origination technologies. This acquisition positions Black Knight to electronically support the full mortgage origination process. The acquisition does not meet the definition of "significant" pursuant to Article 3 of Regulation S-X (§210.3-05). Further, the results of operations are not material to our financial statements. Further details on the acquisition are discussed below.

Black Knight paid total consideration, net of cash received, of $115 million for 100% of the equity interests of eLynx. The total consideration paid was as follows (in millions):



Cash paid	$	96
Borrowings under revolving line of credit	25
Total cash paid	121
Less: Cash Acquired	(6		)
Total net consideration paid	$	115

The fair value of eLynx’s acquired Computer software and Other intangible assets was determined using a preliminary third-party valuation based on significant estimates and assumptions, including Level 3 inputs, which are judgmental in nature. These estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting the risk inherent in the future cash flows and future market prices. The fair value of the remaining assets acquired and liabilities assumed approximate their carrying values, and therefore, no fair value adjustments are reflected in these amounts.

The following table summarizes the total purchase price consideration and the preliminary fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (in millions):



	Fair Value
Trade and notes receivable	$	4
Prepaid expenses and other assets	1
Property and equipment	1
Computer software	15
Other intangible assets	40
Goodwill	58
Total assets acquired	119

Accounts payable and other accrued liabilities	4
Total liabilities assumed	4

Net assets acquired	$	115

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

The gross carrying value and weighted average estimated useful lives of Property and equipment, Computer software and Other acquired in the eLynx acquisition consist of the following (dollars in millions):



	Gross Carrying Value		Weighted Average Estimated Useful Life (in years)
Computer software	$	15	5
Property and equipment	1		3
Other intangible assets:
Customer relationships	36		10
Trade name	4		10
Total Other intangible assets	40
Total	$	56

Note C — 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 June 30, 2016 and December 31, 2015, respectively:



	June 30, 2016
	Level 1		Level 2		Level 3		Total
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	—	$	113	$	—	$	113
State and political subdivisions	—		684		—		684
Corporate debt securities	—		1,574		—		1,574
Mortgage-backed/asset-backed securities	—		65		—		65
Foreign government bonds	—		114		—		114
Preferred stock available for sale	34		270		—		304
Equity securities available for sale	429		—		—		429
Total assets	$	463	$	2,820	$	—	$	3,283



	December 31, 2015
	Level 1		Level 2		Level 3		Total
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	—	$	117	$	—	$	117
State and political subdivisions	—		768		—		768
Corporate debt securities	—		1,495		—		1,495
Mortgage-backed/asset-backed securities	—		71		—		71
Foreign government bonds	—		107		—		107
Preferred stock available for sale	42		247		—		289
Equity securities available for sale	334		11		—		345
Total assets	$	376	$	2,816	$	—	$	3,192

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

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

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, 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 June 30, 2016 and December 31, 2015 we held no assets or 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 D.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Note D — Investments

The carrying amounts and fair values of our available for sale securities at June 30, 2016 and December 31, 2015 are as follows:



	June 30, 2016
	Carrying		Cost		Unrealized		Unrealized			Fair
	Value		Basis		Gains		Losses			Value
	(In millions)
Fixed maturity securities available for sale:
U.S. government and agencies	$	113	$	111	$	2	$	—		$	113
State and political subdivisions	684		664		20		—			684
Corporate debt securities	1,574		1,554		33		(13		)	1,574
Mortgage-backed/asset-backed securities	65		61		4		—			65
Foreign government bonds	114		119		—		(5		)	114
Preferred stock available for sale	304		302		8		(6		)	304
Equity securities available for sale	429		323		112		(6		)	429
Total	$	3,283	$	3,134	$	179	$	(30	)	$	3,283



	December 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	$	117	$	115	$	2	$	—		$	117
State and political subdivisions	768		748		20		—			768
Corporate debt securities	1,495		1,509		14		(28		)	1,495
Mortgage-backed/asset-backed securities	71		68		3		—			71
Foreign government bonds	107		120		—		(13		)	107
Preferred stock available for sale	289		290		5		(6		)	289
Equity securities available for sale	345		276		81		(12		)	345
Total	$	3,192	$	3,126	$	125	$	(59	)	$	3,192

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 June 30, 2016:



	June 30, 2016
	Amortized		% of		Fair		% of
Maturity	Cost		Total		Value		Total
	(Dollars in millions)
One year or less	$	442	18	%	$	442	17	%
After one year through five years	1,798		72		1,827		72
After five years through ten years	185		7		193		8
After ten years	23		1		23		1
Mortgage-backed/asset-backed securities	61		2		65		2
Total	$	2,509	100	%	$	2,550	100	%

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

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. Because of the potential for prepayment on mortgage-backed and asset-backed securities, they are not categorized by contractual maturity.

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 June 30, 2016 and December 31, 2015, were as follows (in millions):



June 30, 2016
	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Corporate debt securities	$	133	$	(3	)	$	36	$	(10	)	$	169	$	(13	)
Foreign government bonds	—		—			65		(5		)	65		(5		)
Preferred stock available for sale	74		(1		)	74		(5		)	148		(6		)
Equity securities available for sale	87		(4		)	22		(2		)	109		(6		)
Total temporarily impaired securities	$	294	$	(8	)	$	197	$	(22	)	$	491	$	(30	)



December 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	747		(24		)	20		(4		)	767		(28		)
Foreign government bonds	106		(13		)	—		—			106		(13		)
Preferred stock available for sale	140		(4		)	24		(2		)	164		(6		)
Equity securities available for sale	92		(12		)	—		—			92		(12		)
Total temporarily impaired securities	$	1,085	$	(53	)	$	44	$	(6	)	$	1,129	$	(59	)

We recorded $3 million in impairment charges relating to investments during the six-month period ended June 30, 2016. The impairment charges related to an investment in an unconsolidated affiliate in which we determined the ability to recover our investment was unlikely. We recorded no impairment charges relating to investments during the three-month period ended June 30, 2016 or the three or six-month periods ended June 30, 2015. As of June 30, 2016 we held no fixed maturity securities for which an other-than-temporary impairment had been previously recognized. As of December 31, 2015, we held $2 million in fixed maturity and equity 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.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

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 six-month periods ended June 30, 2016 and 2015, respectively:



	Three months ended June 30, 2016										Six months ended June 30, 2016
	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
	(In millions)										(In millions)
Fixed maturity securities available for sale	$	2	$	(1	)	$	1		$	191	$	3	$	(1	)	$	2		$	349
Preferred stock available for sale	1		—			1			9		1		—			1			9
Equity securities available for sale	—		—			—			—		—		(1		)	(1		)	—
Investments in unconsolidated affiliates						—			—							(3		)	—
Other long-term investments						15			36							15			36
Other assets						(2		)	—							(5		)	—
Total						$	15		$	236						$	9		$	394



	Three months ended June 30, 2015										Six months ended June 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
	(In millions)										(In millions)
Fixed maturity securities available for sale	$	3	$	(3	)	$	—		$	284	$	4		$	(3	)	$	1		$	524
Preferred stock available for sale	—		—			—			33		—		—	—			—			38
Equity securities available for sale	—		—			—			—		1		—	(2		)	(1		)	6
Other long-term investments						—			—								—			14
Debt extinguishment costs						(9		)	—								(9		)	—
Total						$	(9	)	$	317							$	(9	)	$	582

Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of June 30, 2016 and December 31, 2015, investments in unconsolidated affiliates consisted of the following (dollars in millions):



	Current Ownership		June 30, 2016		December 31, 2015
Ceridian	33	%	$	435	$	358
Other	Various		200		163
Total			$	635	$	521

In addition to our equity investment in Ceridian, we own certain of their outstanding bonds. 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 $29 million and $23 million as of June 30, 2016 and December 31, 2015, respectively. We did not purchase or dispose of any Ceridian bonds in the six-month period ended June 30, 2016.

During the three-month periods ended June 30, 2016 and 2015, we recorded $(4) million and $2 million, in equity in (losses) earnings of Ceridian, respectively, and $3 million and $2 million in equity in earnings of other unconsolidated affiliates, respectively. During the six-month periods ended June 30, 2016 and 2015, we recorded $(6) million and $1 million, in equity in (losses) earnings of Ceridian, respectively, and $7 million and $2 million in equity in earnings of other unconsolidated affiliates, respectively.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in earnings (losses) of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Earnings, respectively, is presented below.



	June 30, 2016		December 31, 2015
	(In millions)
Total current assets before customer funds	$	501	$	489
Customer funds	4,703		4,333
Goodwill and other intangible assets, net	2,320		2,272
Other assets	91		92
Total assets	$	7,615	$	7,186
Current liabilities before customer obligations	$	187	$	267
Customer obligations	4,669		4,312
Long-term obligations, less current portion	1,140		1,143
Other long-term liabilities	312		322
Total liabilities	6,308		6,044
Equity	1,307		1,142
Total liabilities and equity	$	7,615	$	7,186



	Three months ended June 30, 2016			Three months ended June 30, 2015		Six months ended June 30, 2016			Six months ended June 30, 2015
	(In millions)					(In millions)
Total revenues	$	167		$	166	$	345		$	343
Loss before income taxes	(26		)	—		(40		)	(9		)
Net (loss) earnings	(15		)	3		(25		)	(7		)

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

Note E —Notes Payable

Notes payable consists of the following:



	June 30, 2016			December 31, 2015
	(In millions)
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022	$	397		$	397
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018	290			288
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017	300			300
Revolving Credit Facility, unsecured, unused portion of $800 at June 30, 2016, due July 2018 with interest payable monthly at LIBOR + 1.45%	(4		)	(5		)
Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023	402			402
Black Knight Term A Facility, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.50% at June 30, 2016)	752			771
Black Knight Term B Facility, due May 27, 2022 with interest currently payable quarterly at LIBOR + 3.00% (3.75% at June 30, 2016)	342			343
Black Knight Revolving Credit Facility, unused portion of $320, due May 27, 2020 with interest currently payable monthly at LIBOR + 2.00% (2.48% at June 30, 2016)	76			95
ABRH Term Loan, interest payable monthly at LIBOR + 2.50% (2.96% at June 30, 2016), due August 2019	95			100
Digital Insurance Revolving Credit Facility, unused portion of $51, due March 31, 2020 with interest payable monthly at LIBOR + 2.50% - 3.50% (3.70% at June 30, 2016)	108			99
ABRH Revolving Credit Facility, unused portion of $85, due August 2019 with interest payable monthly at LIBOR + 2.50%	—			—
Other	27			3
	$	2,785		$	2,793

At June 30, 2016, the estimated fair value of our long-term debt was approximately $3,196 million, which was $385 million higher than its carrying value, excluding $26 million of net unamortized debt issuance costs and premium/discount. The carrying values of our ABRH term loan, ABRH revolving credit facility and Digital Insurance revolving credit facility approximate the fair values at June 30, 2016 as they are variable rate instruments with short reset periods which reflect current market rates. The fair value of our unsecured notes payable was $1,775 million as of June 30, 2016. The fair values of our unsecured notes payable are based on established market prices for the securities on June 30, 2016 and are considered Level 2 financial liabilities. The carrying value of the Black Knight Term A, Term B, and revolving facilities approximate fair value at June 30, 2016. The revolving credit facilities are considered Level 2 financial liabilities.

On May 27, 2015, Black Knight Infoserv, LLC ("BKIS") 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. The material terms of the BKIS Credit Agreement are set forth in our Annual Report for the year ended December 31, 2015 and have not been amended since the filing of such Annual Report. As of June 30, 2016 BKIS had aggregate outstanding debt of $1,170 million under the BKIS Credit Agreement, net of debt issuance costs. We hold $50 million of the outstanding Term B notes which eliminate in consolidation.

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 material terms of the Digital Insurance Facility are set forth in our Annual Report for the year ended December 31, 2015. On March 10, 2016, the Digital Insurance Facility was amended to increase the borrowing capacity from $120 million to $160 million and to add Fifth Third Bank as an additional lender. As of June 30, 2016, Digital Insurance had outstanding debt of $108 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

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

revolving loan of $100 million (the “ABRH Revolver") with a maturity date of August 19, 2019. 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. The material terms of the ABRH Credit Facility are set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 and have not been amended since the filing of such Annual Report, except to clarify that a commitment fee is also due thereunder, at a rate per annum equal to between 32.5 and 40 basis points on the average daily unused portion of the commitments under the ABRH Revolver. As of June 30, 2016, ABRH had $95 million outstanding for the ABRH Term Loan, had no outstanding borrowings under the ABRH Revolver, had $15 million of outstanding letters of credit and had $85 million of remaining borrowing capacity under the ABRH Credit Facility.

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 BKIS on October 12, 2012 (the "Black Knight Senior Notes"). The material terms of the Black Knight Senior Notes are set forth in our Annual Report for the year ended December 31, 2015. On January 16, 2014, we issued an offer to purchase the Black Knight Senior Notes pursuant to the change of control provisions 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 May 29, 2015, Black Knight completed a redemption of $205 million in aggregate principal of its Black Knight Senior Notes at a price of 105.75% under the note feature allowing redemption using proceeds from an equity offering.

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”). The material terms of the Revolving Credit Facility are set forth in our Annual Report for the year ended December 31, 2015. As of June 30, 2016, there was no outstanding balance under the Revolving Credit Facility and $4 million in unamortized debt issuance costs.

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 SEC. The material terms of the 5.50% notes are set forth in our Annual Report for the year ended December 31, 2015.

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 material terms of the Notes are set forth in our Annual Report for the year ended December 31, 2015. Beginning October 1, 2013, these notes are convertible under the 130% Sale Price Condition described in our Annual Report.

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 SEC. The material terms of the 6.60% notes are set forth in our Annual Report for the year ended December 31, 2015.



Gross principal maturities of notes payable at June 30, 2016 are as follows (in millions):
2016 (remaining)	$	39
2017	372
2018	395
2019	179
2020	693
Thereafter	1,133
	$	2,811

Note F — 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 operations, some of which include claims for punitive or exemplary damages. With respect to our title insurance operations, 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 companies, our ordinary course litigation includes a number

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

of class action and purported class action lawsuits, which make allegations related to aspects of our operations. We believe that no actions, other than the matters discussed below, depart from customary litigation incidental to our 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. Our Restaurant Group 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 in which 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 $69 million as of June 30, 2016 and $75 million as of December 31, 2015. None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings 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”), Lender Processing Services, Inc. (“LPS”) entered into a consent order (the “Order”) dated April 13, 2011 with the banking agencies. The banking agencies’ review of LPS’s services included the services provided by LPS’s 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 did LPS admit any fault or liability. Under the Order, LPS agreed to further study the issues identified in the review and to enhance LPS’s 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 LPS’s default management businesses and the document execution services it provided to mortgage 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 will continue to take longer to complete than the Company originally anticipated. In addition, the LPS default operations that were subject to the Order were contributed to ServiceLink in connection with FNF's acquisition of LPS in January 2014. To the extent such review, once completed, requires additional remediation of mortgage documents or identifies any financial injury from the document execution services LPS provided, ServiceLink (as a result of the contribution of the underlying LPS business) has agreed to implement an appropriate plan to address the issues. The 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. ServiceLink will continue to make periodic reports to the banking agencies on the progress with respect to each of the undertakings in the Order. Although the Order does not include any fine or other monetary penalty, the banking agencies reserved their right to impose civil monetary penalties at any time. Based on discussions with the banking agencies and actions taken by the banking agencies with respect to other companies, the Company believes the likelihood that the banking agencies will assess a civil monetary penalty is both probable and reasonably estimable, and ServiceLink Holdings, LLC has included an estimate of such loss in its accrual for loss contingencies. The banking agencies notified ServiceLink in December 2015 that they wish to discuss terminating the Order through a possible agreed civil monetary penalty amount in lieu of requiring any additional document execution review by the independent third party. At this time, the parties have not agreed on a possible civil monetary penalty amount. The Company does not believe an adjustment to the amount already accrued in loss contingencies is warranted based upon discussions thus far. The parties have entered into a tolling agreement to allow the parties to engage in these discussions. This matter is subject to a Cross-Indemnity Agreement dated December 22, 2014, between Black Knight Financial Services, LLC and ServiceLink Holdings, LLC.

On December 16, 2013, LPS received notice that Merion Capital, L.P. and Merion Capital II, L.P. (together "Merion Capital") were asserting their appraisal right relative to their ownership of 5,682,276 shares of LPS stock (the “Appraisal Shares”) in connection with the acquisition of LPS by FNF on January 2, 2014. On February 6, 2014, Merion Capital filed an appraisal

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

proceeding, captioned Merion Capital LP and Merion Capital II, LP v. Lender Processing Services, Inc., C.A. No. 9320-VCL, in the Delaware Court of Chancery seeking a judicial determination of the "fair" value of Merion Capital's 5,682,276 shares of LPS common stock under Delaware law, together with statutory interest. We filed an answer to this suit on March 3, 2014. Merion’s expert has opined that the consideration should have been $50.46 per share, which was approximately 36 percent higher than the final consideration of $37.14, and therefore, they are owed an additional $75 million plus statutory interest, which is approximately $12 million as of June 30, 2016. The Company’s position is that the merger consideration paid was fair value, and no additional consideration is owed. A bench trial was held on May 2-5, 2016. Post-trial arguments will be held on September 21, 2016. We will continue to vigorously defend against the appraisal proceedings, and we do not believe the result will have a material adverse effect on our financial condition.

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 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):



2016 (remaining)	$	102
2017	189
2018	157
2019	127
2020	95
Thereafter	260
Total future minimum operating lease payments	$	930

Note G — Dividends

On July 20, 2016, our Board of Directors declared cash dividends of $0.21 per share, payable on September 30, 2016, to FNF Group common shareholders of record as of September 16, 2016.

Note H — 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.

During the fourth quarter of 2015, we determined that Pacific Union International, Inc. ("Pacific Union"), a luxury real estate broker based in California in which we acquired a controlling stake in December 2014, better aligned with the businesses within our FNF Group Corporate and Other segment. Accordingly, Total assets of $38 million and Goodwill of $31 million as of June 30, 2015; Other revenues of $57 million, Depreciation and amortization of $1 million and Earnings from continuing operations of $2 million for the three months ended June 30, 2015; and Other revenues of $78 million, Depreciation and amortization of $2 million, and Earnings from continuing operations of less than $1 million for the six months ended June 30, 2015, which were previously included in the Title segment are now included in the FNF Group Corporate and Other segment in the below tables.

Table of Contents

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — continued

As of and for the three months ended June 30, 2016:



	Title		Black Knight		FNF Group Corporate and Other		Total FNF Group		Restaurant Group		FNFV Corporate and Other		Total FNFV		Total
	(In millions)
Title premiums	$	1,231	$	—	$	—	$	1,231	$	—	$	—	$	—	$	1,231