0001704720-20-000070 | 10-Q | XBRL Viewer

$ 4.6

$ 1.9

Subsidiary dividends paid to noncontrolling interests

0.7

(0.6)

Ending balance (in shares) at Jun. 30, 2019

(1.0)

6.6

(7.6)

72.2

0.0

Ending balance at Jun. 30, 2019

1,232.2

$ 0.0

1,152.0

72.9

(59.4)

$ (0.2)

66.9

Beginning balance (in shares) at Mar. 31, 2019

72.2

0.0

Beginning balance at Mar. 31, 2019

1,202.5

$ 0.0

1,147.5

49.5

(65.9)

$ (0.2)

71.6

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax

0.1

^[1]

0.1

Other comprehensive earnings — unrealized earnings of investments in unconsolidated affiliates, net of tax

2.3

^[2]

2.3

Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings

4.1

^[3]

4.1

3.1

1.0

Subsidiary dividends paid to noncontrolling interests

0.4

(0.2)

Ending balance (in shares) at Jun. 30, 2019

18.9

23.4

(4.5)

72.2

0.0

Ending balance at Jun. 30, 2019

1,232.2

$ 0.0

1,152.0

72.9

(59.4)

$ (0.2)

66.9

Beginning balance (in shares) at Dec. 31, 2019

79.7

0.2

Beginning balance at Dec. 31, 2019

1,529.8

$ 0.0

1,396.7

143.6

(45.9)

$ (5.9)

41.3

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity offering, net of offering costs (in shares)

12.7

Equity offering, net of offering costs

455.0

Restaurant Group reorganization and deconsolidation of Blue Ribbon

(5.1)

5.2

(10.3)

Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax

11.2

^[1]

11.2

Other comprehensive earnings — unrealized earnings of investments in unconsolidated affiliates, net of tax

(6.4)

^[2]

(6.4)

Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings

44.3

^[3]

44.3

Sale of noncontrolling interest in consolidated subsidiary

3.7

Treasury stock repurchases (in shares)

0.5

Treasury stock repurchases

(14.4)

$ (14.4)

8.6

2.2

0.7

Ending balance (in shares) at Jun. 30, 2020

1,104.2

1,123.0

(18.8)

92.4

0.7

Ending balance at Jun. 30, 2020

3,133.8

$ 0.0

1,868.4

1,266.6

3.2

$ (20.3)

15.9

Beginning balance (in shares) at Mar. 31, 2020

79.7

0.6

Beginning balance at Mar. 31, 2020

2,205.0

$ 0.0

1,406.1

791.3

(0.2)

$ (16.7)

24.5

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity offering, net of offering costs (in shares)

12.7

Equity offering, net of offering costs

455.0

Other comprehensive earnings — unrealized gain on investments and other financial instruments, net of tax

5.9

^[1]

5.9

Other comprehensive earnings — unrealized earnings of investments in unconsolidated affiliates, net of tax

(2.5)

^[2]

(2.5)

Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings

^[3]

0.0

Sale of noncontrolling interest in consolidated subsidiary

0.6

Treasury stock repurchases (in shares)

0.1

Treasury stock repurchases

(3.6)

$ (3.6)

$ 5.9

$ 1.1

0.3

Ending balance (in shares) at Jun. 30, 2020

466.1

475.3

(9.2)

92.4

0.7

Ending balance at Jun. 30, 2020

$ 3,133.8

$ 0.0

$ 1,868.4

$ 1,266.6

$ 3.2

$ (20.3)

$ 15.9

[1]	Net of income tax expense (benefit) of $1.6 million and less than $0.1 million for the three months ended June 30, 2020 and 2019, respectively, and $3.0 million and less than $(0.1) million for the six months ended June 30, 2020 and 2019, respectively.
[2]	Net of income tax (benefit) expense of $(0.7) million and $0.6 million for the three months ended June 30, 2020 and 2019, respectively, and $(1.7) million and $2.2 million for the six months ended June 30, 2020 and 2019, respectively.
[3]	Net of income tax expense of $1.0 million for the three months ended June 30, 2019 and $11.8 million and $1.2 million for the six months ended June 30, 2020 and 2019, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net earnings (loss)	$ 1,104.2	$ (1.0)
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	15.7	27.3
Equity in (earnings) losses of unconsolidated affiliates	(4.8)	42.5
Distributions from investments in unconsolidated affiliates	0.5	2.0
Realized and other gains and losses and asset impairments, net	(1,481.3)	(64.4)
Lease asset amortization	11.7	18.0
Stock-based compensation cost	2.1	1.9
Changes in assets and liabilities, net of effects from acquisitions:
Net decrease in trade receivables	7.7	16.5
Net increase in inventory, prepaid expenses and other assets	(31.5)	(15.6)
Net decrease in lease liabilities	(15.4)	(22.0)
Net decrease (increase) in accounts payable, accrued liabilities, deferred revenue and other	9.6	(4.0)
Net change in income taxes	300.2	(25.7)
Net cash used in operating activities	(81.3)	(24.5)
Cash flows from investing activities:
Proceeds from sale of investment securities and investments in unconsolidated affiliates	0.0	4.3
Proceeds from partial sale of Ceridian shares - see Note A	522.0	100.5
Additions to property and equipment and other intangible assets	(16.2)	(10.3)
Additions to notes receivable	(15.7)	0.0
Proceeds from sales of property and equipment	0.0	11.4
Proceeds from equity offering, net of offering expenses	(1.1)	0.0
Distributions from investments in unconsolidated affiliates	0.5	0.3
Net (purchases of) proceeds from sales and maturities of short-term investment securities	(99.4)	29.6
Net other investing activities	0.0	2.6
Net cash provided by (used in) investing activities	83.3	(387.8)
Cash flows from financing activities:
Borrowings	35.0	262.1
Debt service payments	(92.3)	(111.7)
Subsidiary distributions paid to noncontrolling interest shareholders	0.0	(0.6)
Sale of noncontrolling interest in consolidated subsidiary	3.7	0.0
Proceeds from equity offering, net of offering expenses	455.0	0.0
Treasury stock repurchases	(14.4)	0.0
Proceeds from Restaurant Group sale and leaseback of corporate office, net of issuance costs	0.0	13.2
Net cash provided by financing activities	387.0	163.0
Net increase (decrease) in cash and cash equivalents	389.0	(249.3)
Cash and cash equivalents at beginning of period	533.7	323.0
Cash and cash equivalents at end of period	922.7	73.7
Dun And Bradstreet Corporation
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
Equity in (earnings) losses of unconsolidated affiliates	45.4	47.2
Cash flows from investing activities:
Investments in Dun & Bradstreet, net of capitalized syndication fees and other unconsolidated affilates	0.0	(526.2)
Investments Excluding Dun & Bradstreet
Cash flows from investing activities:
Investments in Dun & Bradstreet, net of capitalized syndication fees and other unconsolidated affilates	$ (306.8)	$ 0.0

Basis of Financial Statements

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Financial Statements

The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” "Cannae," "CNNE," or the "Company”), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements.

Description of the Business

We are a holding company engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Our primary investments as of June 30, 2020 include our minority ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"), Ceridian HCM Holding, Inc. ("Ceridian") and AmeriLife Group, LLC ("AmeriLife"); majority equity ownership stakes in O'Charley's Holdings, LLC ("O'Charley's") and 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled portfolio companies and minority equity and debt investments.

See Note H for further discussion of the businesses comprising our reportable segments.

The Company conducts its business through its wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Delaware limited liability company. The Company’s board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of Trasimene Capital Management, LLC (“Trasimene” or the “Manager”). In connection with the externalization of certain of our management functions in September 2019, the Company, Cannae LLC, and the Manager entered into a Management Services Agreement (the “Management Services Agreement”).

Principles of Consolidation and Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, 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, 2019.

Following the split-off of the former portfolio company investments by Fidelity National Financial, Inc. ("FNF"), and subsequent contribution to us (the "FNF Split-Off"), the Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the Corporate Services Agreement ("CSA"), dated as of November 17, 2017, by and between the Company and FNF and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. The CSA has an initial three-year term and after the initial three-year term, if the CSA is not mutually terminated by us or FNF prior to the expiration of the initial three-year term, it will automatically renew for successive one-year terms on mutually agreeable arm's length terms unless FNF and Cannae mutually agree to terminate the agreement. Both FNF and Cannae believe expense allocations pursuant to the CSA are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly-traded company for the periods presented or the amounts that will be incurred by the Company in the future. FNF is considered a related party to the Company.

All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method until such time that they may become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Condensed Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period.

Management Estimates

The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the valuation of goodwill and acquired intangible assets (Note K) and fair value measurements (Note C). Actual results may differ from estimates.

Recent Developments

Dun & Bradstreet

On July 6, 2020, Dun & Bradstreet closed its previously announced initial public offering of 90,047,612 shares of common stock, which includes 11,745,340 shares of common stock issued pursuant to the exercise by the underwriters of their option to purchase additional shares in full (the "D&B IPO"). The D&B IPO was priced at $22.00 per share, resulting in gross proceeds to Dun & Bradstreet of $2.4 billion when combined with $400.0 million of aggregate proceeds from a concurrent private placement offering (the "D&B Private Placement") and before deducting underwriting discounts and commissions and other offering expenses payable by Dun & Bradstreet. Shares of Dun & Bradstreet common stock began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB" on July 1, 2020. Dun & Bradstreet used a portion of the net proceeds from the D&B IPO to redeem all of its outstanding Series A Preferred Stock and repay a portion of its 10.250% Senior Unsecured Notes outstanding due 2027.

On July 6, 2020, we invested $200.0 million in the D&B Private Placement. Subsequent to the D&B IPO and the D&B Private Placement, we own 76.6 million shares, or approximately 18.1%, of the outstanding common stock of Dun & Bradstreet.

Refer to Note D for further discussion of our accounting for our investment in D&B.

Ceridian

During the six months ended June 30, 2020, we completed the sales of an aggregate of 7.6 million shares of common stock of Ceridian to brokers pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. In connection with the sales, we received aggregate proceeds of $522.0 million. As a result of the sales, we now own 16.1 million shares of Ceridian, which represents 11.1% of its outstanding common stock.

As of March 31, 2020 our voting agreement with Ceridian was terminated and, as a result, we are no longer able to exert influence over the composition and quantity of Ceridian's board of directors. In combination with the reduction in our ownership of Ceridian resulting from the sale of shares in February 2020, we no longer exercise significant influence over Ceridian. As of March 31, 2020, we account for our investment in Ceridian at fair value pursuant to the investment in equity security guidance of Accounting Standards Codification ("ASC") 321. The change resulted in the revaluation of our investment in Ceridian to its fair value of $993.4 million as of March 31, 2020 and recording a gain on such revaluation of $684.9 million which is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2020.

Refer to Notes C and D for further discussion of our accounting for our investment in Ceridian and other equity securities.

Restaurant Group

On January 27, 2020, American Blue Ribbon Holdings, LLC ("Blue Ribbon") and its wholly-owned subsidiaries, filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the "Blue Ribbon Reorganization"). The Blue Ribbon Reorganization does not involve or affect the operations of O’Charley’s or 99 Restaurants, which are not part of Blue Ribbon.

As a result of the Blue Ribbon Reorganization, we deconsolidated Blue Ribbon as of January 27, 2020 because the bankruptcy court and committee of creditors formed are deemed to have control of Blue Ribbon. We continue to own 65.4% of the equity of Blue Ribbon and we initially agreed to provide debtor-in-possession financing (the "DIP Loan") of up to $20.0 million to Blue Ribbon and its subsidiaries. On July 16, 2020, the DIP Loan was amended to increase the capacity thereunder from $20.0 million to $27.5 million.

We recorded a gain of $26.5 million on January 27, 2020 as a result of the deconsolidation of Blue Ribbon, which is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations. The recorded gain was measured as the excess of the fair value of our retained equity investment in Blue Ribbon over our book value of Blue Ribbon as of January 27, 2020.

We account for our retained equity interest in Blue Ribbon under the equity method of accounting because (1) we continue to exert significant influence over Blue Ribbon through our majority equity ownership and position as the single largest post-petition creditor of Blue Ribbon through the DIP Loan, (2) the Blue Ribbon Reorganization is limited in scope and is expected to be short in duration, and (3) we expect to retain a majority equity interest upon completion of the Blue Ribbon Reorganization. We recorded an investment of $33.6 million as of January 27, 2020. The fair value of the investment was determined by performing a combination of discounted cash flow and market approaches.

As a result of unprecedented social restrictions imposed by state and local government authorities related to the novel coronavirus ("COVID-19") pandemic, our Restaurant Group brands experienced a significant reduction in guest counts beginning in the last two weeks of March 2020. In response to the outbreak and these changing conditions, our Restaurant Group brands closed the dining rooms in substantially all of our restaurants, with limited exceptions related to stores that have reopened in states that have relaxed restrictions in late April and May 2020. Due to increased uncertainty in the operating environment for restaurants and a significant reduction in forecasted cash flows for Blue Ribbon, we recorded an other-than-temporary impairment of our investment of $18.6 million as of March 31, 2020. As of June 30, 2020, our ratable portion of losses of Blue Ribbon have reduced to zero the recorded value of our investment.

As of June 30, 2020, we have provided $15.5 million of financing to Blue Ribbon and its subsidiaries under the DIP Loan. For the three months ended June 30, 2020, $11.5 million of equity in losses of Blue Ribbon were applied to our recorded DIP Loan balance. As of June 30, 2020, the recorded balance for the DIP Loan is $4.0 million and is included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet.

On July 10, 2020, Blue Ribbon filed its Debtor's Chapter 11 Plan (the "Chapter 11 Plan") with the U.S. Bankruptcy Court of Delaware. The Chapter 11 Plan is supported by the Official Committee of Unsecured Creditors of Blue Ribbon and is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code.

AmeriLife

On March 18, 2020, we closed on the previously announced $125.0 million investment in a partnership (the “AmeriLife Joint Venture”) that invested in the recapitalization of AmeriLife. Cannae and other investors provided an aggregate of $617.0 million in equity financing to the AmeriLife Joint Venture to acquire AmeriLife. AmeriLife is a leader in marketing and distributing life, health, and retirement solutions. The Company's $125.0 million investment represents 20.3% of the outstanding equity of the AmeriLife Joint Venture. We account for our investment in the AmeriLife Joint Venture under the equity method of accounting and the investment is included in Investments in unconsolidated affiliates on our Condensed Consolidated Balance Sheet as of June 30, 2020.

Refer to Note D for further discussion of our investments in unconsolidated affiliates.

Equity Fund

On December 12, 2019, we entered into a limited partnership with Senator Investment Group, LP ("Senator") designed to opportunistically trade in marketable securities (the "Equity Fund"). In December 2019, we initially contributed $90.9 million of cash in exchange for limited partnership interests in the Equity Fund representing 49.0% of its outstanding equity and a deposit on hand with the Equity Fund. In the six months ended June 30, 2020, we invested an additional $201.2 million in the Equity Fund.

During the three-months ended June 30, 2020, we received from the Equity Fund a distribution of 2.3 million shares of common stock of CoreLogic, Inc. (“CoreLogic”). As of June 30, 2020, Cannae directly holds $154.6 million of common stock of CoreLogic, which is included in Equity securities on our Condensed Consolidated Balance Sheet as of June 30, 2020.

On June 26, 2020, Cannae and Senator submitted a jointly signed letter to CoreLogic’s Board of Directors pursuant to which Cannae and Senator proposed to acquire CoreLogic for $65.00 per share in cash. On July 7, 2020, CoreLogic announced that its board of directors unanimously rejected the proposal. On July 29, 2020, Cannae and Senator sent an open letter to CoreLogic shareholders announcing that we have initiated the process to call a special meeting of CoreLogic's shareholders to elect nine independent directors to the CoreLogic Board of Directors.

Refer to Notes C and D for further discussion of our accounting for our investment in the Equity Fund and equity securities.

Other Developments

On May 8, 2020, we entered into a forward purchase agreement (the "FTAC FPA") with Foley Trasimene Acquisition Corp. (“FTAC”), a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "FTAC Initial Business Combination"). FTAC is co-sponsored by entities affiliated with the chairman of our Board of Directors, William P. Foley II. Under the FTAC FPA, we will purchase an aggregate of 15,000,000 shares of FTAC’s Class A common stock, plus an aggregate of 5,000,000 redeemable warrants to purchase one share of FTAC's Class A common stock at $11.50 per share for an aggregate purchase price of $150.0 million in a private placement to occur concurrently with the

closing of the FTAC Initial Business Combination. The forward purchase is contingent upon the closing of the FTAC Initial Business Combination.

On June 5, 2020, we entered into a forward purchase agreement (the "Trebia FPA" and together with the FTAC FPA, the "Forward Purchase Agreements") with Trebia Acquisition Corp. (“Trebia”), a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "Trebia Initial Business Combination"). Trebia is co-sponsored by entities affiliated with the chairman and a member of our Board of Directors, William P. Foley II and Frank R. Martire, respectively. Under the Trebia FPA, we will purchase an aggregate of 7,500,000 Class A ordinary shares of Trebia, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A ordinary share of Trebia at $11.50 per share for an aggregate purchase price of $75.0 million in a private placement to occur concurrently with the closing of the Trebia Initial Business Combination. The forward purchase is contingent upon the closing of the Tebia Initial Business Combination.

Refer to Note C and E for further discussion of our accounting for the Forward Purchase Agreements.

In June 2020, we completed an underwritten public offering of an aggregate of 12,650,000 shares of our common stock, including 1,650,000 shares of our common stock pursuant to the full exercise of the underwriter's overallotment option (the "Offering"), pursuant to a prospectus supplement, dated June 10, 2020, and the base prospectus, dated November 27, 2019, included in our registration statement on Form S-3 ASR (File No. 333-235303), which was initially filed with the Securities and Exchange Commission on November 27, 2019. We received net proceeds from the Offering of approximately $455.0 million, after deducting the underwriting discount and capitalized offering expenses payable by the Company. We intend to use the net proceeds of the Offering to fund future acquisitions or investments, including potential investments in existing portfolio companies, and for general corporate purposes.

On July 22, 2020, Richard L. Cox resigned from his position as Executive Vice President and Chief Financial Officer of the Company. Also on July 22, 2020, Bryan D. Coy was appointed to serve as Chief Financial Officer of the Company. In this role, Mr. Coy will serve as the Company’s principal financial and accounting officer.

On July 26, 2020, we entered into a forward purchase agreement (the “FPA”) with Black Knight, Inc. (“Black Knight”) pursuant to which we committed to purchase 20% of the equity interests in a to-be-formed new subsidiary of Black Knight (“NewCo”) for a purchase price of $290.0 million (the "FPA Purchase Price"). NewCo is to be formed in connection with the closing of the transaction contemplated by an equity purchase agreement (the "OB Purchase Agreement"), dated as of July 26, 2020, between Black Knight and affiliates of private equity firm GTCR, LLC to purchase Optimal Blue, LLC ("Optimal Blue"), a provider of secondary market solutions and actionable data services, for an enterprise value of $1.8 billion, subject to customary adjustments (the "Optimal Blue Acquisition"). The proceeds from the FPA will be used to partially fund the cash consideration to be paid by Black Knight at the closing of the Optimal Blue Acquisition. The Optimal Blue Acquisition is expected to close in the third quarter of 2020.

The FPA will terminate with no further force and effect upon: (a) the mutual written consent of Black Knight and us, (b) the termination of the OB Purchase Agreement in accordance with its terms, (c) our funding of the FPA Purchase Price in full, or (d) the outside date under the OB Purchase Agreement.

On July 31, 2020, we entered into a forward purchase agreement (the "FTAC II FPA") with Foley Trasimene Acquisition Corp. II (“FTAC II”), a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the "FTAC II Initial Business Combination"). FTAC II is sponsored by an entity affiliated with the chairman of our Board of Directors, William P. Foley II. Under the FTAC II FPA, we will purchase an aggregate of 15,000,000 shares of FTAC II’s Class A common stock, plus an aggregate of 5,000,000 redeemable warrants to purchase one share of FTAC II's Class A common stock at $11.50 per share for an aggregate purchase price of $150.0 million in a private placement to occur concurrently with the closing of the FTAC II Initial Business Combination. The forward purchase is contingent upon the closing of the FTAC II Initial Business Combination.

Equity Securities

Equity securities include our investments in Ceridian, CoreLogic and the Forward Purchase Agreements and are carried at fair value. See Notes C and D for further discussion of our accounting for equity securities.

Earnings Per Share

Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, 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 shares of restricted stock that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported.

Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three and six months ended June 30, 2020 and June 30, 2019, there were no antidilutive shares of restricted stock outstanding, which were excluded from the calculation of diluted earnings per share.

Income Tax

Our effective tax rate was 24.3% and 14.3% in the three months ended June 30, 2020 and 2019, respectively, and 21.5% and 2.3% in the six months ended June 30, 2020 and 2019, respectively. The increase in the effective tax rate in both the three and six-month periods ended June 30, 2020 compared to the prior-year periods was primarily attributable to the reduced impact of equity in earnings of unconsolidated affiliates on pretax earnings in 2020 compared to the impact of equity in losses of unconsolidated affiliates on pretax earnings in the same period in the 2019.

We have a Deferred tax liability of $226.0 million as of June 30, 2020 and a Deferred tax asset of $54.5 million as of December 31, 2019. The $280.5 million change in deferred taxes in the six months ended June 30, 2020 is primarily attributable to the tax impact of the gain recorded for the change in accounting for Ceridian and unrealized gains on equity securities.

Restricted Cash

Our Restaurant Group is required to hold cash collateralizing its outstanding letters of credit. Included in Cash and cash equivalents on our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 is $11.4 million of such restricted cash.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740), which simplifies various aspects of the income tax accounting guidance and will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We are still evaluating the impact of this guidance and have not yet concluded on its anticipated impact on our Condensed Consolidated Financial Statements and related disclosures upon adoption.

Change in Accounting Principle

We historically accounted for our investment and proportionate share of losses in Dun & Bradstreet utilizing a three-month reporting lag due to timeliness considerations. In the third quarter of 2019, the Company was able to obtain financial information for Dun & Bradstreet on a more timely basis and determined it was preferable to record our investment in Dun & Bradstreet on a current basis as opposed to the previous three-month lag.

In accordance with applicable accounting literature, a change to eliminate a previously existing reporting lag is considered a change in accounting principle. Changes in accounting principles are to be reported through retrospective application of the new principle to all prior financial statement periods presented. Accordingly, the Company's condensed consolidated financial statements for the interim periods of fiscal year 2019 were adjusted in the third quarter of 2019 to reflect the period specific effects of eliminating the three-month reporting lag. The elimination of the three-month reporting lag did not impact total operating, investing or financing cash flows for any period presented.

The elimination of the three-month reporting lag for our equity investment in Dun & Bradstreet resulted in the adjustments for the periods indicated below (in millions, except per share amounts).


	Three Months Ended										Six Months Ended
	June 30, 2019										June 30, 2019
	As Reported		As Adjusted		Difference		As Reported		As Adjusted		Difference
	(in millions, except per share amounts)
Condensed Consolidated Statements of Operations
Income tax expense (benefit)	$	8.5	$	5.9	$	(2.6)	$	3.7	$	(1.3)	$	(5.0)

Equity in losses of unconsolidated affiliates	(22.4)		(21.1)		1.3		(19.5)		(42.5)		(23.0)
Net earnings (loss)	15.0		18.9		3.9		17.0		(1.0)		(18.0)
Net earnings attributable to Cannae Holdings	$	19.5	$	23.4	$	3.9	$	24.6	$	6.6	$	(18.0)
Per Share Data:
Basic
Basic earnings per share attributable to Cannae Holdings common shareholders	$	0.27	$	0.33	$	0.06	$	0.34	$	0.09	$	(0.25)
Diluted
Diluted earnings per share attributable to Cannae Holdings common shareholders	$	0.27	$	0.33	$	0.06	$	0.34	$	0.09	$	(0.25)
Condensed Consolidated Statements of Comprehensive Earnings
Net earnings (loss)	$	15.0	$	18.9	$	3.9	$	17.0	$	(1.0)	$	(18.0)
Unrealized gain relating to investments in unconsolidated affiliates	5.3		2.3		(3.0)		11.5		8.2		(3.3)


Comprehensive earnings attributable to Cannae Holdings, Inc.	$	29.0	$	29.9	$	0.9	$	40.7	$	19.4	$	(21.3)

Leases

6 Months Ended

Jun. 30, 2020

Leases [Abstract]

Leases

We are party to operating lease arrangements primarily for leased real estate for restaurants and office space. Right-of-use assets and lease liabilities related to operating leases are recorded at commencement when we are party to a contract that conveys the right for the Company to control an asset for a specified period of time. We are not a party to any material contracts that are to be considered finance leases. Right-of-use assets and lease liabilities related to operating leases are recorded as Lease assets and Lease liabilities, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019.

There have been no changes in our accounting for leases as of or during the three months ended June 30, 2020.

As a result of the Blue Ribbon Reorganization, we deconsolidated Blue Ribbon as of January 27, 2020. Future payments under operating lease arrangements as of June 30, 2020 are as follows (in millions):


2020 (remaining)	$	19.0
2021	37.6
2022	29.9
2023	26.0
2024	17.1
Thereafter	89.1
Total lease payments, undiscounted	$	218.7
Less: discount	59.6
Total operating lease liability as of June 30, 2020, at present value	$	159.1
Less: operating lease liability as of June 30, 2020, current	27.1
Operating lease liability as of June 30, 2020, long term	$	132.0

Fair Value Measurements

6 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

The fair value hierarchy established by the accounting standards on fair value measurements includes three levels that are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Condensed Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access.

Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable.

Recurring Fair Value Measurements

The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019, respectively:


	June 30, 2020
	Level 1		Level 2		Level 3		Total
	(In millions)

Fixed-maturity securities available for sale:
Corporate debt securities	$	—	$	—	$	33.9	$	33.9
Equity Securities:
Ceridian	1,279.4		—		—		1,279.4
CoreLogic	154.6		—		—		154.6
Forward Purchase Agreements	—		—		12.5		12.5
Total	$	1,434.0	$	—	$	46.4	$	1,480.4


	December 31, 2019
	Level 1		Level 2		Level 3		Total
	(In millions)

Fixed-maturity securities available for sale:
Corporate debt securities	$	—	$	—	$	19.2	$	19.2


Total	$	—	$	—	$	19.2	$	19.2

Our Level 1 fair value measurement for our investments in Ceridian and CoreLogic are based on quoted market prices of Ceridian (NYSE: CDAY) and CoreLogic's (NYSE: CLGX) common equity.

Our Level 3 fair value measurement for our fixed maturity securities available for sale are provided by a single third-party pricing service. Depending on security specific characteristics, either a combination of an income approach or a contingent claims approach was utilized in determining the fair value of our Level 3 fixed-maturity securities available for sale. Discount rates are the primary unobservable inputs utilized for the securities valued using a combination of an income and net recovery approach. The discount rates used are based on company-specific risk premiums, public company comparable securities, and leveraged loan indices. The discount rates used in our determination of the fair value of our Level 3 fixed-maturity securities available for sale varies by security type and ranged from 8.5% to 17.5% as of June 30, 2020 and a weighted average based on relative fair value of the underlying securities of 12.6%. Based on the total fair value of our Level 3 fixed-maturity securities available for sale as of June 30, 2020, changes in the discount rate utilized will not result in a change in fair value significant or material to the Company's financial position or results of operations.

The Forward Purchase Agreements are accounted for at fair value pursuant to ASC 321. We utilized a Monte Carlo Simulation in determining the fair value of the Forward Purchase Agreements, which are considered Level 3. The primary unobservable input utilized in determining the fair value of the Forward Purchase Agreements is the probability of

consummation of the FTAC Initial Business Combination and the Trebia Initial Business Combination. The probabilities assigned to the consummation of both the FTAC Initial Business Combination and the Trebia Initial Business Combination was 90% and is based on a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the sponsors of FTAC and Trebia's track record for consummating similar transactions. Based on the total fair value of the Forward Purchase Agreements as of June 30, 2020, changes in the probabilities utilized will not result in a change in fair value significant or material to the Company's financial position or results of operations.

The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three and six months ended June 30, 2020 and 2019 (in millions).


	Three months ended June 30, 2020								Three months ended June 30, 2019
	Corporate debt		Forward Purchase				Corporate debt
	securities		Agreements		Total		securities

Fair value, beginning of period	$	26.1	$	—	$	26.1	$	17.5

Paid-in-kind dividends (1)	—		—		—		0.1
Net valuation gain included in earnings (2)	—		12.5		12.5		—
Net valuation gain included in other comprehensive earnings (3)	7.8		—		7.8		0.1
Fair value, end of period	$	33.9	$	12.5	$	46.4	$	17.7


	Six months ended June 30, 2020								Six months ended June 30, 2019
	Corporate debt		Forward Purchase				Corporate debt
	securities		Agreements		Total		securities

Fair value, beginning of period	$	19.2	$	—	$	19.2	$	17.8

Paid-in-kind dividends (1)	—		—		—		0.1
Net valuation gain included in earnings (2)	—		12.5		12.5		—
Impairment (2)	—		—		—		(0.4)
Net valuation gain included in other comprehensive earnings (3)	14.7		—		14.7		0.2
Fair value, end of period	$	33.9	$	12.5	$	46.4	$	17.7

_____________________________________

(1) Included in Interest and investment income on the Condensed Consolidated Statements of Operations

(2) Included in Realized and other gains and losses, net on the Condensed Consolidated Statements of Operations

(3) Included in Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on the Condensed Consolidated Statements of Comprehensive Earnings

Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. There were no transfers between Level 2 and Level 3 in the six months ended June 30, 2020 and 2019.

All of the unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the three and six months ended June 30, 2020 relate to fixed maturity securities considered Level 3 fair value measures.

Additional information regarding the fair value of our investment portfolio is included in Note D.

The carrying amounts of trade receivables and notes receivable approximate fair value due to their short-term nature. The fair value of our notes payable is included in Note F.

Investments, Debt and Equity Securities [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Investments

6 Months Ended

Jun. 30, 2020

Investments

Equity Securities

Gains on equity securities included in Realized and other gains and losses, net on the Condensed Consolidated Statements of Operations consisted of the following (in millions):


	Three Months Ended June 30, 2020		Six months ended June 30, 2020

Net gains recognized during the period on equity securities	$	578.9	$	1,263.8
Less: net gains recognized during the period on equity securities sold during the period	(53.0)		(180.8)
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date	$	525.9	$	1,083.0

We recorded no gains or losses on equity securities in the three or six months ended June 30, 2019.

Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2020 and December 31, 2019 consisted of the following (in millions):


	Ownership at June 30, 2020		June 30, 2020		December 31, 2019
Dun & Bradstreet	24.3	%	$	344.0	$	385.9
Ceridian (1)	11.1	%	—		309.5
Equity Fund	46.6	%	234.1		46.7
AmeriLife	20.3	%	121.5		—
Other	various		100.1		94.4
Total			$	799.7	$	836.5

_____________________________________

(1) Investment in Ceridian is no longer accounted for under the equity method of accounting beginning March 31, 2020.

Equity in earnings (losses) of unconsolidated affiliates for the three and six months ended June 30, 2020 and June 30, 2019 consisted of the following (in millions):


	Three months ended June 30, 2020		Three months ended June 30, 2019		Six months ended June 30, 2020		Six months ended June 30, 2019
Dun & Bradstreet	$	(55.5)	$	(22.9)	$	(45.4)	$	(47.2)
Ceridian (1)	—		1.4		1.5		4.0
Equity Fund	138.1		—		79.3		—
AmeriLife	(3.5)		—		(3.5)		—
Other	(21.6)		0.4		(27.1)		0.7
Total	$	57.5	$	(21.1)	$	4.8	$	(42.5)

_____________________________________

(1) The amount for the six months ended June 30, 2020 represents the Company's equity in earnings of Ceridian in the three months ended March 31, 2020 prior to the change in accounting for the investment beginning March 31, 2020.

Dun & Bradstreet

Summarized financial information for Dun & Bradstreet's pre-IPO predecessor entity (the "D&B Predecessor") 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 Statements of Operations, respectively, is presented below.

We acquired our initial interest in the D&B Predecessor on February 8, 2019. The results of operations for the six months ended June 30, 2019 presented below represent the D&B Predecessor's results of operations subsequent to our acquisition.


	June 30, 2020		December 31, 2019
	(In millions)
Total current assets	$	489.0	$	417.9
Goodwill and other intangible assets, net	7,870.3		8,091.5
Other assets	625.8		603.4
Total assets	$	8,985.1	$	9,112.8

Current liabilities	$	2,453.6	$	1,090.4
Long-term debt	3,620.7		3,818.9
Other non-current liabilities	1,521.8		1,594.0
Total liabilities	7,596.1		6,503.3
Preferred equity	—		1,030.6
Total capital	1,389.0		1,578.9
Total liabilities and equity	$	8,985.1	$	9,112.8


	Three months ended June 30, 2020		Three months ended June 30, 2019		Six months ended June 30, 2020		Period from February 8, 2019 to June 30, 2019
	(In millions)						(In millions)
Total revenues	$	420.6	$	398.9	$	815.9	$	573.0
Loss before income taxes	(201.9)		(86.4)		(202.9)		(198.3)
Net loss	(173.8)		(60.5)		(99.9)		(141.9)
Dividends attributable to preferred equity and noncontrolling interest expense	(33.3)		(33.5)		(65.7)		(51.8)
Net loss attributable to Dun & Bradstreet	(207.1)		(94.0)		(165.6)		(193.7)

Equity Fund

Summarized financial information for the Equity Fund 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 Statements of Operations, respectively, is presented below.


	June 30, 2020		December 31, 2019
	(In millions)
Due from brokers and counterparties	$	290.7	$	138.4
Investments, at fair value	146.3		—
Derivative contracts, at fair value	91.3		2.4



Total assets	$	528.3	$	140.8


Capital received in advance	$	25.8	$	45.2
Other liabilities	0.6		0.2
Total liabilities	26.4		45.4
Net assets	$	501.9	$	95.4


	Three months ended June 30, 2020		Six months ended June 30, 2020
	(In millions)				(In millions)
Total net investment loss	$	(0.8)	$	(1.1)
Realized gain on securities and derivative contracts	85.5		86.0
Change in unrealized gain on securities and derivative contracts	212.1		91.6
Change in net assets from operations	296.8		176.5

As of June 30, 2020, $25.8 million of our investment in the Equity Fund is held on deposit with the Equity Fund until such time as the general partner utilizes the funds and other limited partners make matching pro-rata contributions. Our investment held on deposit is included in Prepaid expense and other current assets on our Consolidated and Combined Balance Sheet as of June 30, 2020.

AmeriLife

On March 18, 2020, we closed on our $125.0 million investment in the AmeriLife Joint Venture. Summarized financial information for AmeriLife 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 Statements of Operations, respectively, is presented below.We account for our investment in AmeriLife as an equity method investment and report our equity in earnings or loss of the AmeriLife Joint Venture on a three-month lag. Accordingly, our net earnings for the six-month period ended June 30, 2020 includes the Company’s equity in AmeriLife’s losses for the period from March 18, 2020 through March 31, 2020.


	March 31, 2020
	(In millions)
Total current assets	$	152.3
Goodwill and other intangible assets, net	1,075.5
Other assets	15.0
Total assets	$	1,242.8

Current liabilities	$	40.8
Long-term debt	538.3
Other non-current liabilities	6.2
Total liabilities	585.3
Member's equity	597.6
Noncontrolling interest - nonredeemable	59.9
Total member's equity	657.5
Total liabilities and member's equity	$	1,242.8


	Period from March 18, 2020 to March 31, 2020
	(In millions)
Total revenues	$	14.7
Operating loss	(16.1)
Net loss	(16.9)
Income attributable to noncontrolling interests	0.4
Net loss attributable to AmeriLife	(17.3)

Equity Security Investments Without Readily Determinable Fair Values

We account for our investment in preferred equity of QOMPLX, Inc. ("QOMPLX"), an intelligent decision and analytics platform used by businesses for modeling and planning, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly market transactions. As of June 30, 2020, we have $30.0 million recorded for our investment in QOMPLX, which is included in Other long term investments and noncurrent assets on our Condensed Consolidated Balance Sheet. We have not recorded any upward or downward adjustments to our investment in QOMPLX.

Fixed Maturity Securities

The carrying amounts and fair values of our available for sale fixed maturity securities at June 30, 2020 and December 31, 2019 are as follows:


	June 30, 2020
	Carrying Value		Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(In millions)
Fixed maturity securities available for sale:
Corporate debt securities	$	33.9	$	20.2	$	13.7	$	—	$	33.9

Total	$	33.9	$	20.2	$	13.7	$	—	$	33.9


	December 31, 2019
	Carrying Value		Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(In millions)
Fixed maturity securities available for sale:
Corporate debt securities	$	19.2	$	19.6	$	0.7	$	(1.1)	$	19.2

Total	$	19.2	$	19.6	$	0.7	$	(1.1)	$	19.2

The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount and other-than-temporary-impairment recognized in earnings since the date of purchase.

As of June 30, 2020, $33.4 million of the fixed maturity securities in our investment portfolio had a maturity of less than one year and $0.5 million had a maturity of greater than one year, but less than five years. 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.

During the three and six months ended June 30, 2020 and three months ended June 30, 2019, we incurred no other-than-temporary impairment charges relating to corporate debt securities. During the six months ended June 30, 2019, we incurred $0.4 million of other-than-temporary impairment charges relating to corporate debt securities which is included in Realized and other gains and losses, net on the Condensed Consolidated Statement of Operations. The impairment recorded related to a corporate debt holding that had experienced a prolonged period of declining earnings and that we were uncertain of our ability to recover our initial investment. All of the loss represents credit loss recognized in earnings and no portion of the loss was included in other comprehensive earnings.

As of June 30, 2020, we held corporate debt securities with a fair value of $15.1 million for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize potential future 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 results of operations.

Variable Interest Entities

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest EntitiesThe Company, in the normal course of business, engages in certain activities that involve variable interest entities ("VIEs"), which generally are legal entities in which the equity investors as a group lack any of the characteristics of a controlling interest, among other criteria. The primary beneficiary of a VIE is generally the enterprise that has both the power to direct the activities most significant to the economic performance of the VIE and the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. The Company evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Company is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Company is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under accounting standards as deemed appropriate. As of and for the periods ended June 30, 2020 and December 31, 2019, we are not the primary beneficiary of any VIEs.

Unconsolidated VIEs

The table below summarizes select information related to variable interests held by the Company as of June 30, 2020 and December 31, 2019, of which we are not the primary beneficiary:


		June 30, 2020						December 31, 2019
		Total Assets		Maximum Exposure		Total Assets		Maximum Exposure
	(in millions)
Investments in unconsolidated affiliates		$	358.1	$	358.1	$	440.2	$	440.2
Notes receivable		4.4		20.4		—		—
Forward Purchase Agreements		12.5		12.5		—		—

Investments in Unconsolidated Affiliates

The Company holds variable interests in certain unconsolidated affiliates, outlined in the table above, which are primarily comprised of Dun & Bradstreet, Blue Ribbon and, to a lesser extent, funds that hold minority ownership interests primarily in healthcare-related entities. Cannae does not have the power to direct the activities that most significantly impact the economic performance of these unconsolidated affiliates and therefore we are not the primary beneficiary. As of December 31, 2019, total assets in the table above includes the Company's equity method investment in the Equity Fund. In the three months ended June 30, 2020, our and other limited partners' commitments to provide capital to the Equity Fund were fully satisfied. Accordingly, the Equity Fund is considered to be sufficiently capitalized such that it is able to finance its ongoing operations and is no longer considered a variable interest entity. The principal risk to which these investments and funds are exposed is the credit risk of the underlying investees. We do not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs. The assets are included in Investments in unconsolidated affiliates on the Condensed Consolidated Balance Sheets and accounted for under the equity method of accounting. See Note D for further discussion of our accounting for investments in unconsolidated affiliates.

Notes Receivable

Notes receivable includes notes outstanding to unconsolidated affiliates considered VIEs for which we are not the primary beneficiary. The assets are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Maximum exposure to loss also includes our total commitment to provide funding under our DIP Loan with Blue Ribbon of $20.0 million as of June 30, 2020 in addition to the book value of other notes receivable. On July 16, 2020, the DIP Loan was amended to increase the capacity thereunder from $20.0 million to $27.5 million.

Forward Purchase Agreements

In conjunction with the Forward Purchase Agreements, the Company made immaterial investments in the sponsors of FTAC and Trebia which are considered VIEs for which we are not the primary beneficiary and are included in Investments in unconsolidated affiliates. The Forward Purchase Agreement assets are accounted for as investments in equity securities pursuant to ASC 321 and are included in Equity securities on the Condensed Consolidated Balance Sheet as of June 30, 2020. See Notes C and D for further information on our accounting for equity securities.

Notes Payable

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Notes Payable

Notes payable consists of the following:


	June 30, 2020		December 31, 2019
	(In millions)
99 Term Loan	$	19.8	$	30.9
99 Revolver	12.5		3.0
99 DLOC Loan	—		—
Margin Facility	—		75.0
Brasada Interstate Loans	13.2		13.4
FNF Revolver	—		—
Other	24.9		4.8
Notes payable, total	$	70.4	$	127.1

Less: Notes payable, current	6.0		7.0
Notes payable, long term	$	64.4	$	120.1

At June 30, 2020, the carrying value of our outstanding notes payable approximates fair value. The respective carrying values of our variable rate notes payable approximate fair value as they are variable rate instruments with short reset periods that reflect current market rates. The revolving credit facilities are considered Level 2 financial liabilities. The fixed-rate A Note, as defined below, pursuant to the Interstate Credit Agreement approximates fair value as of June 30, 2020.

On December 21, 2018, 99 Restaurants LLC, a direct, wholly-owned subsidiary of 99 Restaurants, entered into the 99 Restaurants Credit Facility with Fifth Third Bank and other lenders thereto. The 99 Restaurants Credit Facility provides for (i) a maximum revolving loan of $15.0 million (the “99 Revolver”) with a maturity date of December 21, 2023; (ii) a maximum term loan of $37.0 million (the "99 Term Loan") with monthly installment repayments through November 30, 2023 and a maturity date of December 21, 2023 for the outstanding unpaid principal balance; and (iii) a maximum Development Line of Credit loan (the “99 DLOC Loan”) of up to $10.0 million to be advanced from time to time through December 21, 2020, with quarterly installment payments through (a) September 30, 2024 with respect to 99 DLOC Loans borrowed prior to December 21, 2019, and (b) September 30, 2025 with respect to 99 DLOC Loans borrowed on or after December 21, 2019. Interest on the 99 Credit Facility is based on, at our option, an applicable margin of (x) two and one half percent (2.50%) per annum with respect to Base Rate Loans, as provided therein, and (y) three and one half percent (3.50%) per annum with respect to LIBOR Loans, as provided therein. As of June 30, 2020, interest on the 99 Term Loan and 99 Revolver is payable monthly at a rate of 4.13% and 5.38%, respectively, and there is $12.5 million of aggregate borrowing capacity under the 99 Revolver and DLOC Loans.

On November 7, 2018, Cannae Funding, LLC (the "Borrower"), a wholly-owned special purpose subsidiary of the Company, entered into a Margin Loan Agreement (the "Original Loan Agreement"), and certain other related agreements, with Credit Suisse AG (in such capacity, "Administrative Agent") and other lenders thereto. On December 18, 2019, the Borrower entered into an Amended and Restated Margin Loan Agreement (the “Amended Loan Agreement”) with the lenders thereto, the Administrative Agent, and others which amended the Original Loan Agreement. Pursuant to the Amended Loan Agreement, the Borrower could borrow up to $300.0 million (the "Margin Facility") in term loans at an interest rate of the three-month LIBOR plus an applicable margin. The Original Loan Agreement was secured by a first priority lien on 25.0 million shares of Ceridian held by the Company which was contributed to the Borrower prior to any draws under the Margin Facility. On November 13, 2019 and December 18, 2019, 5,000,000 and 200,000 shares, respectively, of Ceridian were released from such lien. On February 18, 2020, the Borrower repaid the remaining $75.0 million outstanding under the Margin Facility and terminated the Amended Loan Agreement. Accordingly, all of the Company's holdings of Ceridian common stock have been released from the first priority lien under the terminated Margin Facility.

On January 29, 2016, FNF NV Brasada, LLC, an Oregon limited liability company and majority-owned subsidiary of the Company, entered into a credit agreement with an aggregate borrowing capacity of $17.0 million (the “Interstate Credit Agreement”) originally with Bank of the Cascades, as lender. The Interstate Credit Agreement provides for (i) a $12.5 million acquisition loan (the "Acquisition Loan"), (ii) a $3.0 million development loan (the "Development Loan"), and (iii) a $1.5 million line of credit loan (the "Line of Credit Loan", and collectively with the Acquisition Loan and the Development Loan, the "Brasada Interstate Loans"). On June 13, 2018, the Interstate Credit Agreement was modified to add an additional line of credit of $3.6 million ("C Note") and to assign the loan from the Bank of the Cascades to First Interstate Bank. Pursuant to the Acquisition Loan, NV Brasada executed a $6.25 million ("A Note"), which accrues interest at a rate

of 4.51% per annum and matures on the tenth anniversary of the issuance thereof, and a $6.25 million ("B Note"), which accrues interest at the rate of LIBOR plus 225 basis points, adjusted monthly, and matures on the tenth anniversary of the issuance thereof. As of June 30, 2020, the B Note and Line of Credit Loan incurred interest at 3.90%, the C Note incurred interest at 3.61%, and there was $0.8 million available to be drawn pursuant to the Brasada Interstate Loans.

Note payable to FNF

On November 17, 2017, in conjunction with the FNF Split-Off, FNF issued to the Company a revolver note in an aggregate principal amount of up to $100.0 million (the "FNF Revolver"). Pursuant to the FNF Revolver, FNF may make one or more loans to us in increments of $1.0 million, with up to $100.0 million outstanding at any time. The FNF Revolver accrues interest at LIBOR plus 450 basis points and matures on the five year anniversary of the date we were issued the FNF Revolver. The maturity date is automatically extended for additional five year terms unless notice of non-renewal is otherwise provided by either FNF or the Company, in their sole discretion. As of June 30, 2020, there was no outstanding balance under the FNF Revolver and there was $100.0 million remaining borrowing capacity.

Gross principal maturities of notes payable at June 30, 2020 are as follows (in millions):



2020 (remaining)	$	4.4
2021	6.7
2022	28.3
2023	20.2
2024	0.6
Thereafter	11.1
	$	71.3

Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal Contingencies

In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, some of which include claims for punitive or exemplary damages. Our ordinary course litigation includes purported class action lawsuits, which make allegations related to various aspects of our business. From time to time, we also receive requests for information from various state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that no actions, other than those discussed below, depart from customary litigation or regulatory inquiries 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 discrimination, wage and hour and other 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 may also become subject to lawsuits and other proceedings, as well as card network fines and penalties, arising out of the actual or alleged theft of our customers' credit or debit card information.

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 is recorded. As of June 30, 2020 and December 31, 2019, we had $0.1 million accrued for legal proceedings. 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 in the event of an unfavorable outcome, at present, we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.

Blue Ribbon Reorganization

On January 27, 2020, Blue Ribbon, which owns the Village Inn, Baker's Square and Legendary Baking concepts, filed a petition for voluntary chapter 11 reorganization with the U.S. Bankruptcy Court for the District of Delaware in connection with the Blue Ribbon Reorganization. The Blue Ribbon Reorganization does not involve or affect the operations of O’Charley’s, LLC or 99 Restaurants, LLC, which are not part of Blue Ribbon.

On July 10, 2020, Blue Ribbon filed its Chapter 11 Plan with the U.S. Bankruptcy Court of Delaware. The Chapter 11 Plan is supported by the Official Committee of Unsecured Creditors of Blue Ribbon and is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code.

In conjunction with the Blue Ribbon Reorganization, we have agreed to provide the DIP Loan of up to $27.5 million to Blue Ribbon and its subsidiaries. As of June 30, 2020, we have provided $15.5 million of financing to Blue Ribbon and its subsidiaries under the DIP Loan.

Unconditional Purchase Obligations

The Restaurant Group has unconditional purchase obligations with various vendors. These purchase obligations are primarily food and beverage obligations with fixed commitments in regards to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. We used both historical and projected volume and pricing as of June 30, 2020 to determine the amount of the obligations.

Purchase obligations as of June 30, 2020 are as follows (in millions):


2020 (remaining)	$	51.4
2021	59.5
2022	13.4
2023	8.5
2024	8.0
Thereafter	10.6
Total purchase commitments	$	151.4

Segment Information

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Segment Information

Summarized financial information concerning our reportable segments is shown in the following tables.

As discussed in Notes A and D, as of March 31, 2020, we no longer account for our investment in Ceridian under the equity method of accounting for equity investments. As a result of our reduction in influence over Ceridian and change in our accounting for our investment, we no longer consider Ceridian a reportable segment.

As of and for the three months ended June 30, 2020:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	99.4	$	—	$	—	$	—	$	99.4
Other operating revenues	—		420.6		3.2		(420.6)		3.2
Revenues from external customers	99.4		420.6		3.2		(420.6)		102.6
Interest, investment and other income, including realized and other gains and losses, net	(0.1)		(122.5)		586.5		122.5		586.4
Total revenues and other income	99.3		298.1		589.7		(298.1)		689.0
Depreciation and amortization	6.6		132.6		0.7		(132.6)		7.3
Interest expense	(1.1)		(78.0)		0.1		78.0		(1.0)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(24.0)		(201.9)		563.7		201.9		539.7
Income tax (benefit) expense	—		(27.5)		131.1		27.5		131.1
(Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates	(24.0)		(174.4)		432.6		174.4		408.6
Equity in (losses) earnings of unconsolidated affiliates	(9.7)		0.6		122.7		(56.1)		57.5
Net (loss) earnings from continuing operations	$	(33.7)	$	(173.8)	$	555.3	$	118.3	$	466.1
Assets	$	408.0	$	8,985.1	$	3,380.6	$	(8,985.1)	$	3,788.6
Goodwill	53.5		2,848.0		—		(2,848.0)		53.5

As of and for the three months ended June 30, 2019:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	266.5	$	—	$	—	$	—	$	266.5
Other operating revenues	—		398.9		5.7		(398.9)		5.7
Revenues from external customers	266.5		398.9		5.7		(398.9)		272.2
Interest investment and other income, including realized and other gains and losses, net	2.8		8.7		73.7		(8.7)		76.5
Total revenues and other income	269.3		407.6		79.4		(407.6)		348.7
Depreciation and amortization	9.4		136.8		0.5		(136.8)		9.9
Interest expense	(1.5)		(86.0)		(4.0)		86.0		(5.5)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(11.6)		(86.4)		61.2		86.4		49.6
Income tax (benefit) expense	—		(23.1)		7.1		23.1		7.1
(Loss) earnings before equity in earnings of unconsolidated affiliates	(11.6)		(63.3)		54.1		63.3		42.5
Equity in earnings (losses) of unconsolidated affiliates	—		2.8		1.7		(25.6)		(21.1)
Net (loss) earnings from continuing operations	$	(11.6)	$	(60.5)	$	55.8	$	37.7	$	21.4
Assets	$	636.2	$	9,073.3	$	1,216.0	$	(9,073.3)	$	1,852.2
Goodwill	76.5		2,792.6		—		(2,792.6)		76.5

As of and for the six months ended June 30, 2020:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	269.3	$	—	$	—	$	—	$	269.3
Other operating revenues	—		815.9		6.3		(815.9)		6.3
Revenues from external customers	269.3		815.9		6.3		(815.9)		275.6
Interest, investment and other income, including realized and other gains and losses, net	7.7		(32.2)		1,496.0		32.2		1,503.7
Total revenues and other income	277.0		783.7		1,502.3		(783.7)		1,779.3
Depreciation and amortization	14.3		266.9		1.4		(266.9)		15.7
Interest expense	(4.2)		(161.0)		(0.6)		161.0		(4.8)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(44.9)		(202.9)		1,444.8		202.9		1,399.9
Income tax (benefit) expense	—		(101.8)		300.5		101.8		300.5
(Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates	(44.9)		(101.1)		1,144.3		101.1		1,099.4
Equity in (losses) earnings of unconsolidated affiliates	(14.9)		1.2		65.1		(46.6)		4.8
Net (loss) earnings from continuing operations	$	(59.8)	$	(99.9)	$	1,209.4	$	54.5	$	1,104.2
Assets	$	408.0	$	8,985.1	$	3,380.6	$	(8,985.1)	$	3,788.6
Goodwill	53.5		2,848.0		—		(2,848.0)		53.5

As of and for the six months ended June 30, 2019:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	524.3	$	—	$	—	$	—	$	524.3
Other operating revenues	—		573.0		10.2		(573.0)		10.2
Revenues from external customers	524.3		573.0		10.2		(573.0)		534.5
Interest investment and other income, including realized and other gains and losses, net	3.5		13.9		85.6		(13.9)		89.1
Total revenues and other income	527.8		586.9		95.8		(586.9)		623.6
Depreciation and amortization	19.1		217.3		1.2		(217.3)		20.3
Interest expense	(2.5)		(135.0)		(6.7)		135.0		(9.2)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(19.7)		(198.3)		67.1		198.3		47.4
Income tax (benefit) expense	(0.1)		(53.5)		1.2		53.5		1.1
(Loss) earnings before equity in earnings of unconsolidated affiliates	(19.6)		(144.8)		65.9		144.8		46.3
Equity in earnings (losses) of unconsolidated affiliates	—		2.9		4.6		(50.0)		(42.5)
Net (loss) earnings from continuing operations	$	(19.6)	$	(141.9)	$	70.5	$	94.8	$	3.8
Assets	$	636.2	$	9,073.3	$	1,216.0	$	(9,073.3)	$	1,852.2
Goodwill	76.5		2,792.6		—		(2,792.6)		76.5

The activities in our segments include the following:

•Restaurant Group. This segment consists of the operations of O'Charley's and 99 Restaurants, in which we have 65.4% and 88.5% ownership interests, respectively, and our portion of Blue Ribbon's losses accounted for as an unconsolidated affiliate. The full results of Blue Ribbon are included through January 27, 2020, the date of commencement of the Blue Ribbon Reorganization. O'Charley's and its affiliates are the owners and operators of the O'Charley's restaurant concept. 99 Restaurants and its affiliates are the owners and operators of 99 Restaurants restaurant concept. Blue Ribbon and its affiliates are the owners and operators of the Village Inn and Bakers Square food service and restaurant concepts, as well as the Legendary Baking bakery operation.

•Dun & Bradstreet. This segment consists of our 24.3% ownership interest in the D&B Predecessor. Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Its mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity. Clients embed D&B's trusted, end-to-end solutions into their daily workflows to enhance salesforce productivity, gain visibility into key markets, inform commercial credit decisions and confirm that suppliers are financially viable and compliant with laws and regulations. Dun & Bradstreet's solutions support its clients’ mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes. Dun & Bradstreet's global commercial database as of December 31, 2019 contained more than 355 million business records. Our chief operating decision maker reviews the full financial results of Dun & Bradstreet for purposes of assessing performance and allocating resources. Thus, we consider Dun & Bradstreet a reportable segment and have included the full results of Dun & Bradstreet subsequent to the D&B Acquisition in the tables above. We account for Dun & Bradstreet using the equity method of accounting, and therefore its results do not consolidate into ours. Accordingly, we have presented the elimination of Dun & Bradstreet's results in the Dun & Bradstreet Elimination section of the segment presentation above. Our net earnings for the six months ended June 30, 2019, includes our equity in Dun & Bradstreet’s losses for the period from February 8, 2019, the date we made our initial investment in the D&B Predecessor, to June 30, 2019. See Note D for further discussion of our investment in Dun & Bradstreet and related accounting.

•Corporate and Other. This nonreportable segment consists of our share in the operations of certain controlled portfolio companies and other equity investments, activity of the corporate holding company and certain intercompany eliminations and taxes.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2020

Supplemental Cash Flow Information

The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities.


	Six months ended June 30,
	2020		2019
	(In millions)
Cash paid during the period:
Interest	$	3.1	$	2.8
Income taxes	0.2		—
Operating leases	21.5		31.4
Non-cash investing and financing activities:
Lease liabilities recognized in exchange for new lease right-of-use assets	$	—	$	5.1

Revenue Recognition

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenue

Our revenue consists of:


		Three months ended June 30,						Six months ended June 30,
		2020		2019		2020		2019
Revenue Stream	Segment	Total Revenue
Restaurant revenue:		(in millions)
Restaurant sales	Restaurant Group	$	99.3	$	247.7	$	266.3	$	493.0
Bakery sales	Restaurant Group	—		17.4		2.2		28.4
Franchise and other	Restaurant Group	0.1		1.4		0.8		2.9
Total restaurant revenue		99.4		266.5		269.3		524.3
Other operating revenue:


Real estate and resort	Corporate and other	3.0		5.7		5.8		10.1
Other	Corporate and other	0.2		—		0.5		0.1
Total other operating revenue		3.2		5.7		6.3		10.2
Total operating revenues		$	102.6	$	272.2	$	275.6	$	534.5

Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.

Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Bakery sales represent revenue from subsidiaries of Blue Ribbon through January 27, 2020.

Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized.

Other operating revenue consists primarily of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Such revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.

Contract Balances

The following table provides information about receivables and deferred revenue:


	June 30,		December 31,
	2020		2019
	(In millions)
Trade receivables, net	$	4.2	$	16.0


Deferred revenue (contract liabilities)	15.7		26.4

Deferred revenue is recorded primarily for restaurant gift card sales. The unrecognized portion of such revenue is recorded as Deferred revenue in the Condensed Consolidated Balance Sheets. Revenue of $3.4 million and $13.9 million was recognized in the three and six months ended June 30, 2020, respectively, that was included in Deferred revenue at the beginning of the period.

There was no impairment related to contract balances.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2020

Goodwill and Other Intangible Assets

Goodwill consists of the following:


	Restaurant Group		Corporate and Other		Total
	(In millions)
Balance, December 31, 2019	$	66.1	$	—	$	66.1
Impairments	(7.7)		—		(7.7)
Deconsolidation of Blue Ribbon	(4.9)		—		(4.9)
Balance, June 30, 2020	$	53.5	$	—	$	53.5

In the six months ended June 30, 2020, we recorded $7.7 million of impairment to goodwill in our Restaurant Group segment. The impairment recorded was calculated as the deficit between the carrying value of our O'Charley's reporting unit of our Restaurant Group compared to the fair value of the reporting unit determined by performing a combination of discounted cash flow and market approaches.

In the six months ended June 30, 2020, we recorded $4.5 million of impairment to tradenames in our Restaurant Group segment which is included in Other operating expenses on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2020.

Both impairment charges are a result of a decrease in forecasted revenue and cash flows and increased uncertainty in future revenue and cash flow projections resulting from government imposed social restrictions and other mitigation measures in response to the COVID-19 pandemic.

See Note A for further discussion of our deconsolidation of Blue Ribbon as a result of the Blue Ribbon Reorganization.

Discontinued Operations

6 Months Ended

Jun. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

T-System

On December 31, 2019, we completed the contribution (the "T-System Contribution") of T-System Holdings, Inc. ("T-System") to a new joint venture known as Coding Solutions Topco, Inc ("Coding Solutions"). As a result of the T-System Contribution, T-System was deconsolidated and the results of operations of T-System have been reclassified to discontinued operations in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019. We retained a 22.7% equity interest in Coding Solutions.

A reconciliation of the operations of T-System to the Condensed Consolidated Statement of Operations is shown below (in millions):


	Three Months Ended June 30, 2019

	(Unaudited)
Revenues:
Other operating revenue	$	12.9
Total operating revenues	12.9
Operating expenses:
Personnel costs	7.8
Depreciation and amortization	3.4
Other operating expenses	4.8
Total operating expenses	16.0
Operating loss	(3.1)
Other income (expense):

Realized loss	(0.5)
Total other expense	(0.5)
Loss from discontinued operations before income taxes	(3.6)
Income tax benefit	(1.1)
Loss from discontinued operations	$	(2.5)


	Six Months Ended June 30, 2019

	(Unaudited)
Revenues:
Other operating revenue	$	25.1
Total operating revenues	25.1
Operating expenses:
Personnel costs	16.1
Depreciation and amortization	6.9
Other operating expenses	8.7
Total operating expenses	31.7
Operating loss	(6.6)
Other income (expense):

Realized loss	(0.5)
Total other expense	(0.5)
Loss from discontinued operations before income taxes	(7.1)
Income tax benefit	(2.3)
Loss from discontinued operations	$	(4.8)

Basis of Financial Statements (Policies)	6 Months Ended
Basis of Financial Statements (Policies)	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, 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, 2019. Following the split-off of the former portfolio company investments by Fidelity National Financial, Inc. ("FNF"), and subsequent contribution to us (the "FNF Split-Off"), the Company is allocated certain corporate overhead and management services expenses from FNF based on the terms of the Corporate Services Agreement ("CSA"), dated as of November 17, 2017, by and between the Company and FNF and our proportionate share of the expense determined on actual usage and our best estimate of management's allocation of time. The CSA has an initial three-year term and after the initial three-year term, if the CSA is not mutually terminated by us or FNF prior to the expiration of the initial three-year term, it will automatically renew for successive one-year terms on mutually agreeable arm's length terms unless FNF and Cannae mutually agree to terminate the agreement. Both FNF and Cannae believe expense allocations pursuant to the CSA are reasonable; however, they may not be indicative of the actual results of operations or cash flows of the Company had the Company been operating as an independent, publicly-traded company for the periods presented or the amounts that will be incurred by the Company in the future. FNF is considered a related party to the Company. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method until such time that they may become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Condensed Consolidated Statements of Operations relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Condensed Consolidated Balance Sheets in each period.
Management Estimates	Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the valuation of goodwill and acquired intangible assets (Note K) and fair value measurements (Note C). Actual results may differ from estimates.
Equity Securities	Equity Securities Equity securities include our investments in Ceridian, CoreLogic and the Forward Purchase Agreements and are carried at fair value. See Notes C and D for further discussion of our accounting for equity securities.
Earnings Per Share	Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, 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 shares of restricted stock that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share.
Restricted Cash	Restricted CashOur Restaurant Group is required to hold cash collateralizing its outstanding letters of credit.
Recent Accounting Pronouncements	Recent Accounting PronouncementsIn December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740), which simplifies various aspects of the income tax accounting guidance and will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. We are still evaluating the impact of this guidance and have not yet concluded on its anticipated impact on our Condensed Consolidated Financial Statements and related disclosures upon adoption.
Revenue Recognition	Restaurant revenue consists of restaurant sales, bakery operations, and, to a lesser extent, franchise revenue and other revenue. Restaurant sales include food and beverage sales and gift card breakage, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided. Revenue from bakery operations is recognized at a point in time in the period during which the products are shipped and control transfers to the customer. Bakery sales represent revenue from subsidiaries of Blue Ribbon through January 27, 2020. Franchise revenue and other revenue consist of development fees and royalties on sales by franchised units. Initial franchise fees are recognized as income upon commencement of the franchise operation and completion of all material services and conditions by the Company. Royalties are calculated as a percentage of the franchisee sales and recognized in the period in which the sales are generated. Revenue resulting from the sale of gift cards is recognized in the period in which the gift card is redeemed and is recorded as deferred revenue until recognized. Other operating revenue consists primarily of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Such revenue is recognized upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.

Disclosure of accounting policy for revenue from contract with customer.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Financial Statements (Tables)

6 Months Ended

Jun. 30, 2020

Summary of Change in Accounting Principle

The elimination of the three-month reporting lag for our equity investment in Dun & Bradstreet resulted in the adjustments for the periods indicated below (in millions, except per share amounts).


	Three Months Ended										Six Months Ended
	June 30, 2019										June 30, 2019
	As Reported		As Adjusted		Difference		As Reported		As Adjusted		Difference
	(in millions, except per share amounts)
Condensed Consolidated Statements of Operations
Income tax expense (benefit)	$	8.5	$	5.9	$	(2.6)	$	3.7	$	(1.3)	$	(5.0)

Equity in losses of unconsolidated affiliates	(22.4)		(21.1)		1.3		(19.5)		(42.5)		(23.0)
Net earnings (loss)	15.0		18.9		3.9		17.0		(1.0)		(18.0)
Net earnings attributable to Cannae Holdings	$	19.5	$	23.4	$	3.9	$	24.6	$	6.6	$	(18.0)
Per Share Data:
Basic
Basic earnings per share attributable to Cannae Holdings common shareholders	$	0.27	$	0.33	$	0.06	$	0.34	$	0.09	$	(0.25)
Diluted
Diluted earnings per share attributable to Cannae Holdings common shareholders	$	0.27	$	0.33	$	0.06	$	0.34	$	0.09	$	(0.25)
Condensed Consolidated Statements of Comprehensive Earnings
Net earnings (loss)	$	15.0	$	18.9	$	3.9	$	17.0	$	(1.0)	$	(18.0)
Unrealized gain relating to investments in unconsolidated affiliates	5.3		2.3		(3.0)		11.5		8.2		(3.3)


Comprehensive earnings attributable to Cannae Holdings, Inc.	$	29.0	$	29.9	$	0.9	$	40.7	$	19.4	$	(21.3)

Leases (Tables)

6 Months Ended

Jun. 30, 2020

Leases [Abstract]

Future Payments Under Operating Lease Arrangements

Future payments under operating lease arrangements as of June 30, 2020 are as follows (in millions):


2020 (remaining)	$	19.0
2021	37.6
2022	29.9
2023	26.0
2024	17.1
Thereafter	89.1
Total lease payments, undiscounted	$	218.7
Less: discount	59.6
Total operating lease liability as of June 30, 2020, at present value	$	159.1
Less: operating lease liability as of June 30, 2020, current	27.1
Operating lease liability as of June 30, 2020, long term	$	132.0

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019, respectively:


	June 30, 2020
	Level 1		Level 2		Level 3		Total
	(In millions)

Fixed-maturity securities available for sale:
Corporate debt securities	$	—	$	—	$	33.9	$	33.9
Equity Securities:
Ceridian	1,279.4		—		—		1,279.4
CoreLogic	154.6		—		—		154.6
Forward Purchase Agreements	—		—		12.5		12.5
Total	$	1,434.0	$	—	$	46.4	$	1,480.4


	December 31, 2019
	Level 1		Level 2		Level 3		Total
	(In millions)

Fixed-maturity securities available for sale:
Corporate debt securities	$	—	$	—	$	19.2	$	19.2


Total	$	—	$	—	$	19.2	$	19.2

Summary of Changes in the Fair Values of Level 3 Assets Measured on a Recurring Basis

The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three and six months ended June 30, 2020 and 2019 (in millions).


	Three months ended June 30, 2020								Three months ended June 30, 2019
	Corporate debt		Forward Purchase				Corporate debt
	securities		Agreements		Total		securities

Fair value, beginning of period	$	26.1	$	—	$	26.1	$	17.5

Paid-in-kind dividends (1)	—		—		—		0.1
Net valuation gain included in earnings (2)	—		12.5		12.5		—
Net valuation gain included in other comprehensive earnings (3)	7.8		—		7.8		0.1
Fair value, end of period	$	33.9	$	12.5	$	46.4	$	17.7


	Six months ended June 30, 2020								Six months ended June 30, 2019
	Corporate debt		Forward Purchase				Corporate debt
	securities		Agreements		Total		securities

Fair value, beginning of period	$	19.2	$	—	$	19.2	$	17.8

Paid-in-kind dividends (1)	—		—		—		0.1
Net valuation gain included in earnings (2)	—		12.5		12.5		—
Impairment (2)	—		—		—		(0.4)
Net valuation gain included in other comprehensive earnings (3)	14.7		—		14.7		0.2
Fair value, end of period	$	33.9	$	12.5	$	46.4	$	17.7

_____________________________________

(1) Included in Interest and investment income on the Condensed Consolidated Statements of Operations

(2) Included in Realized and other gains and losses, net on the Condensed Consolidated Statements of Operations

Investments (Tables)

6 Months Ended

Jun. 30, 2020

Investments, Debt and Equity Securities [Abstract]

Gain (Loss) on Securities

Gains on equity securities included in Realized and other gains and losses, net on the Condensed Consolidated Statements of Operations consisted of the following (in millions):


	Three Months Ended June 30, 2020		Six months ended June 30, 2020

Net gains recognized during the period on equity securities	$	578.9	$	1,263.8
Less: net gains recognized during the period on equity securities sold during the period	(53.0)		(180.8)
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date	$	525.9	$	1,083.0

Schedule of Investments and Equity in Earnings of Unconsolidated Affiliates

Investments in unconsolidated affiliates recorded using the equity method of accounting as of June 30, 2020 and December 31, 2019 consisted of the following (in millions):


	Ownership at June 30, 2020		June 30, 2020		December 31, 2019
Dun & Bradstreet	24.3	%	$	344.0	$	385.9
Ceridian (1)	11.1	%	—		309.5
Equity Fund	46.6	%	234.1		46.7
AmeriLife	20.3	%	121.5		—
Other	various		100.1		94.4
Total			$	799.7	$	836.5

_____________________________________

(1) Investment in Ceridian is no longer accounted for under the equity method of accounting beginning March 31, 2020.

Equity in earnings (losses) of unconsolidated affiliates for the three and six months ended June 30, 2020 and June 30, 2019 consisted of the following (in millions):


	Three months ended June 30, 2020		Three months ended June 30, 2019		Six months ended June 30, 2020		Six months ended June 30, 2019
Dun & Bradstreet	$	(55.5)	$	(22.9)	$	(45.4)	$	(47.2)
Ceridian (1)	—		1.4		1.5		4.0
Equity Fund	138.1		—		79.3		—
AmeriLife	(3.5)		—		(3.5)		—
Other	(21.6)		0.4		(27.1)		0.7
Total	$	57.5	$	(21.1)	$	4.8	$	(42.5)

_____________________________________


	June 30, 2020		December 31, 2019
	(In millions)
Total current assets	$	489.0	$	417.9
Goodwill and other intangible assets, net	7,870.3		8,091.5
Other assets	625.8		603.4
Total assets	$	8,985.1	$	9,112.8

Current liabilities	$	2,453.6	$	1,090.4
Long-term debt	3,620.7		3,818.9
Other non-current liabilities	1,521.8		1,594.0
Total liabilities	7,596.1		6,503.3
Preferred equity	—		1,030.6
Total capital	1,389.0		1,578.9
Total liabilities and equity	$	8,985.1	$	9,112.8


	Three months ended June 30, 2020		Three months ended June 30, 2019		Six months ended June 30, 2020		Period from February 8, 2019 to June 30, 2019
	(In millions)						(In millions)
Total revenues	$	420.6	$	398.9	$	815.9	$	573.0
Loss before income taxes	(201.9)		(86.4)		(202.9)		(198.3)
Net loss	(173.8)		(60.5)		(99.9)		(141.9)
Dividends attributable to preferred equity and noncontrolling interest expense	(33.3)		(33.5)		(65.7)		(51.8)
Net loss attributable to Dun & Bradstreet	(207.1)		(94.0)		(165.6)		(193.7)


	June 30, 2020		December 31, 2019
	(In millions)
Due from brokers and counterparties	$	290.7	$	138.4
Investments, at fair value	146.3		—
Derivative contracts, at fair value	91.3		2.4



Total assets	$	528.3	$	140.8


Capital received in advance	$	25.8	$	45.2
Other liabilities	0.6		0.2
Total liabilities	26.4		45.4
Net assets	$	501.9	$	95.4


	Three months ended June 30, 2020		Six months ended June 30, 2020
	(In millions)				(In millions)
Total net investment loss	$	(0.8)	$	(1.1)
Realized gain on securities and derivative contracts	85.5		86.0
Change in unrealized gain on securities and derivative contracts	212.1		91.6
Change in net assets from operations	296.8		176.5


	March 31, 2020
	(In millions)
Total current assets	$	152.3
Goodwill and other intangible assets, net	1,075.5
Other assets	15.0
Total assets	$	1,242.8

Current liabilities	$	40.8
Long-term debt	538.3
Other non-current liabilities	6.2
Total liabilities	585.3
Member's equity	597.6
Noncontrolling interest - nonredeemable	59.9
Total member's equity	657.5
Total liabilities and member's equity	$	1,242.8


	Period from March 18, 2020 to March 31, 2020
	(In millions)
Total revenues	$	14.7
Operating loss	(16.1)
Net loss	(16.9)
Income attributable to noncontrolling interests	0.4
Net loss attributable to AmeriLife	(17.3)

Schedule of Carrying Amounts and Fair Values of Available for Sale Securities

The carrying amounts and fair values of our available for sale fixed maturity securities at June 30, 2020 and December 31, 2019 are as follows:


	June 30, 2020
	Carrying Value		Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(In millions)
Fixed maturity securities available for sale:
Corporate debt securities	$	33.9	$	20.2	$	13.7	$	—	$	33.9

Total	$	33.9	$	20.2	$	13.7	$	—	$	33.9


	December 31, 2019
	Carrying Value		Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(In millions)
Fixed maturity securities available for sale:
Corporate debt securities	$	19.2	$	19.6	$	0.7	$	(1.1)	$	19.2

Total	$	19.2	$	19.6	$	0.7	$	(1.1)	$	19.2

Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The table below summarizes select information related to variable interests held by the Company as of June 30, 2020 and December 31, 2019, of which we are not the primary beneficiary:


		June 30, 2020						December 31, 2019
		Total Assets		Maximum Exposure		Total Assets		Maximum Exposure
	(in millions)
Investments in unconsolidated affiliates		$	358.1	$	358.1	$	440.2	$	440.2
Notes receivable		4.4		20.4		—		—
Forward Purchase Agreements		12.5		12.5		—		—

Schedule of Notes Payable

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Notes payable consists of the following:


	June 30, 2020		December 31, 2019
	(In millions)
99 Term Loan	$	19.8	$	30.9
99 Revolver	12.5		3.0
99 DLOC Loan	—		—
Margin Facility	—		75.0
Brasada Interstate Loans	13.2		13.4
FNF Revolver	—		—
Other	24.9		4.8
Notes payable, total	$	70.4	$	127.1

Less: Notes payable, current	6.0		7.0
Notes payable, long term	$	64.4	$	120.1

Gross Principal Maturities of Notes Payable

Gross principal maturities of notes payable at June 30, 2020 are as follows (in millions):



2020 (remaining)	$	4.4
2021	6.7
2022	28.3
2023	20.2
2024	0.6
Thereafter	11.1
	$	71.3

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2020

Purchase Obligations

Purchase obligations as of June 30, 2020 are as follows (in millions):


2020 (remaining)	$	51.4
2021	59.5
2022	13.4
2023	8.5
2024	8.0
Thereafter	10.6
Total purchase commitments	$	151.4

Segment Information (Tables)

6 Months Ended

Jun. 30, 2020

Segment Reporting [Abstract]

Summary of Financial Information Concerning Reportable Segments

As of and for the three months ended June 30, 2020:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	99.4	$	—	$	—	$	—	$	99.4
Other operating revenues	—		420.6		3.2		(420.6)		3.2
Revenues from external customers	99.4		420.6		3.2		(420.6)		102.6
Interest, investment and other income, including realized and other gains and losses, net	(0.1)		(122.5)		586.5		122.5		586.4
Total revenues and other income	99.3		298.1		589.7		(298.1)		689.0
Depreciation and amortization	6.6		132.6		0.7		(132.6)		7.3
Interest expense	(1.1)		(78.0)		0.1		78.0		(1.0)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(24.0)		(201.9)		563.7		201.9		539.7
Income tax (benefit) expense	—		(27.5)		131.1		27.5		131.1
(Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates	(24.0)		(174.4)		432.6		174.4		408.6
Equity in (losses) earnings of unconsolidated affiliates	(9.7)		0.6		122.7		(56.1)		57.5
Net (loss) earnings from continuing operations	$	(33.7)	$	(173.8)	$	555.3	$	118.3	$	466.1
Assets	$	408.0	$	8,985.1	$	3,380.6	$	(8,985.1)	$	3,788.6
Goodwill	53.5		2,848.0		—		(2,848.0)		53.5

As of and for the three months ended June 30, 2019:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	266.5	$	—	$	—	$	—	$	266.5
Other operating revenues	—		398.9		5.7		(398.9)		5.7
Revenues from external customers	266.5		398.9		5.7		(398.9)		272.2
Interest investment and other income, including realized and other gains and losses, net	2.8		8.7		73.7		(8.7)		76.5
Total revenues and other income	269.3		407.6		79.4		(407.6)		348.7
Depreciation and amortization	9.4		136.8		0.5		(136.8)		9.9
Interest expense	(1.5)		(86.0)		(4.0)		86.0		(5.5)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(11.6)		(86.4)		61.2		86.4		49.6
Income tax (benefit) expense	—		(23.1)		7.1		23.1		7.1
(Loss) earnings before equity in earnings of unconsolidated affiliates	(11.6)		(63.3)		54.1		63.3		42.5
Equity in earnings (losses) of unconsolidated affiliates	—		2.8		1.7		(25.6)		(21.1)
Net (loss) earnings from continuing operations	$	(11.6)	$	(60.5)	$	55.8	$	37.7	$	21.4
Assets	$	636.2	$	9,073.3	$	1,216.0	$	(9,073.3)	$	1,852.2
Goodwill	76.5		2,792.6		—		(2,792.6)		76.5

As of and for the six months ended June 30, 2020:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	269.3	$	—	$	—	$	—	$	269.3
Other operating revenues	—		815.9		6.3		(815.9)		6.3
Revenues from external customers	269.3		815.9		6.3		(815.9)		275.6
Interest, investment and other income, including realized and other gains and losses, net	7.7		(32.2)		1,496.0		32.2		1,503.7
Total revenues and other income	277.0		783.7		1,502.3		(783.7)		1,779.3
Depreciation and amortization	14.3		266.9		1.4		(266.9)		15.7
Interest expense	(4.2)		(161.0)		(0.6)		161.0		(4.8)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(44.9)		(202.9)		1,444.8		202.9		1,399.9
Income tax (benefit) expense	—		(101.8)		300.5		101.8		300.5
(Loss) earnings, before equity in (losses) earnings of unconsolidated affiliates	(44.9)		(101.1)		1,144.3		101.1		1,099.4
Equity in (losses) earnings of unconsolidated affiliates	(14.9)		1.2		65.1		(46.6)		4.8
Net (loss) earnings from continuing operations	$	(59.8)	$	(99.9)	$	1,209.4	$	54.5	$	1,104.2
Assets	$	408.0	$	8,985.1	$	3,380.6	$	(8,985.1)	$	3,788.6
Goodwill	53.5		2,848.0		—		(2,848.0)		53.5

As of and for the six months ended June 30, 2019:


	Restaurant Group		Dun & Bradstreet		Corporate and Other		Dun & Bradstreet Elimination		Total
	(in millions)
Restaurant revenues	$	524.3	$	—	$	—	$	—	$	524.3
Other operating revenues	—		573.0		10.2		(573.0)		10.2
Revenues from external customers	524.3		573.0		10.2		(573.0)		534.5
Interest investment and other income, including realized and other gains and losses, net	3.5		13.9		85.6		(13.9)		89.1
Total revenues and other income	527.8		586.9		95.8		(586.9)		623.6
Depreciation and amortization	19.1		217.3		1.2		(217.3)		20.3
Interest expense	(2.5)		(135.0)		(6.7)		135.0		(9.2)
(Loss) earnings before income taxes and equity in earnings (losses) of unconsolidated affiliates	(19.7)		(198.3)		67.1		198.3		47.4
Income tax (benefit) expense	(0.1)		(53.5)		1.2		53.5		1.1
(Loss) earnings before equity in earnings of unconsolidated affiliates	(19.6)		(144.8)		65.9		144.8		46.3
Equity in earnings (losses) of unconsolidated affiliates	—		2.9		4.6		(50.0)		(42.5)
Net (loss) earnings from continuing operations	$	(19.6)	$	(141.9)	$	70.5	$	94.8	$	3.8
Assets	$	636.2	$	9,073.3	$	1,216.0	$	(9,073.3)	$	1,852.2
Goodwill	76.5		2,792.6		—		(2,792.6)		76.5

The activities in our segments include the following:

Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2020

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow information

The following supplemental cash flow information is provided with respect to certain cash payments, as well as certain non-cash investing and financing activities.


	Six months ended June 30,
	2020		2019
	(In millions)
Cash paid during the period:
Interest	$	3.1	$	2.8
Income taxes	0.2		—
Operating leases	21.5		31.4
Non-cash investing and financing activities:
Lease liabilities recognized in exchange for new lease right-of-use assets	$	—	$	5.1

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Our revenue consists of:


		Three months ended June 30,						Six months ended June 30,
		2020		2019		2020		2019
Revenue Stream	Segment	Total Revenue
Restaurant revenue:		(in millions)
Restaurant sales	Restaurant Group	$	99.3	$	247.7	$	266.3	$	493.0
Bakery sales	Restaurant Group	—		17.4		2.2		28.4
Franchise and other	Restaurant Group	0.1		1.4		0.8		2.9
Total restaurant revenue		99.4		266.5		269.3		524.3
Other operating revenue:


Real estate and resort	Corporate and other	3.0		5.7		5.8		10.1
Other	Corporate and other	0.2		—		0.5		0.1
Total other operating revenue		3.2		5.7		6.3		10.2
Total operating revenues		$	102.6	$	272.2	$	275.6	$	534.5

Contract Balances

The following table provides information about receivables and deferred revenue:


	June 30,		December 31,
	2020		2019
	(In millions)
Trade receivables, net	$	4.2	$	16.0


Deferred revenue (contract liabilities)	15.7		26.4

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consists of the following:


	Restaurant Group		Corporate and Other		Total
	(In millions)
Balance, December 31, 2019	$	66.1	$	—	$	66.1
Impairments	(7.7)		—		(7.7)
Deconsolidation of Blue Ribbon	(4.9)		—		(4.9)
Balance, June 30, 2020	$	53.5	$	—	$	53.5

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Reconciliation of Operations

A reconciliation of the operations of T-System to the Condensed Consolidated Statement of Operations is shown below (in millions):


	Three Months Ended June 30, 2019

	(Unaudited)
Revenues:
Other operating revenue	$	12.9
Total operating revenues	12.9
Operating expenses:
Personnel costs	7.8
Depreciation and amortization	3.4
Other operating expenses	4.8
Total operating expenses	16.0
Operating loss	(3.1)
Other income (expense):

Realized loss	(0.5)
Total other expense	(0.5)
Loss from discontinued operations before income taxes	(3.6)
Income tax benefit	(1.1)
Loss from discontinued operations	$	(2.5)


	Six Months Ended June 30, 2019

	(Unaudited)
Revenues:
Other operating revenue	$	25.1
Total operating revenues	25.1
Operating expenses:
Personnel costs	16.1
Depreciation and amortization	6.9
Other operating expenses	8.7
Total operating expenses	31.7
Operating loss	(6.6)
Other income (expense):

Realized loss	(0.5)
Total other expense	(0.5)
Loss from discontinued operations before income taxes	(7.1)
Income tax benefit	(2.3)
Loss from discontinued operations	$	(4.8)

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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