Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Fidelity National Financial, Inc. | |
Entity Central Index Key | 1,331,875 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
FNF Group Segment | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 272,294,694 | |
FNF Ventures Segment | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 66,416,822 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Investments: | ||
Fixed maturity securities available for sale, at fair value, at March 31, 2017 and December 31, 2016 includes pledged fixed maturity securities of $362 and $332, respectively, related to secured trust deposits | $ 2,279 | $ 2,432 |
Investments in unconsolidated affiliates | 578 | 558 |
Other long-term investments | 68 | 54 |
Short-term investments, at March 31, 2017 and December 31, 2016 includes pledged short-term investments of $3 and $212, respectively, related to secured trust deposits | 348 | 487 |
Total investments | 4,020 | 4,284 |
Cash and cash equivalents, at March 31, 2017 and December 31, 2016 includes $398 and $331, respectively, of pledged cash related to secured trust deposits | 1,302 | 1,323 |
Trade and notes receivables, net of allowance of $24 and $26, at March 31, 2017 and December 31, 2016, respectively | 517 | 531 |
Goodwill | 5,085 | 5,065 |
Prepaid expenses and other assets | 678 | 639 |
Capitalized software, net | 565 | 580 |
Other intangible assets, net | 1,010 | 1,030 |
Title plants | 395 | 395 |
Property and equipment, net | 606 | 616 |
Total assets | 14,178 | 14,463 |
Liabilities: | ||
Accounts payable and accrued liabilities | 1,218 | 1,434 |
Notes payable | 2,722 | 2,746 |
Reserve for title claim losses | 1,484 | 1,487 |
Secured trust deposits | 748 | 860 |
Income taxes payable | 132 | 65 |
Deferred tax liability | 640 | 629 |
Total liabilities | 6,944 | 7,221 |
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC | 344 | 344 |
Equity: | ||
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none | 0 | 0 |
Additional paid-in capital | 4,803 | 4,848 |
Retained earnings | 1,788 | 1,784 |
Accumulated other comprehensive earnings (loss) | 11 | (13) |
Less: treasury stock, 27,002,539 shares as of March 31, 2017 and 27,001,492 shares as of December 31, 2016, at cost | (623) | (623) |
Total Fidelity National Financial, Inc. shareholders’ equity | 5,979 | 5,996 |
Non-controlling interests | 911 | 902 |
Total equity | 6,890 | 6,898 |
Total liabilities, redeemable non-controlling interest and equity | 14,178 | 14,463 |
FNF Group Common Stock | ||
Equity: | ||
Common stock | 0 | 0 |
FNFV Group Common Stock | ||
Equity: | ||
Common stock | 0 | 0 |
Preferred stock available for sale | ||
Investments: | ||
Equity securities available for sale, at fair value | 322 | 315 |
Equity securities available for sale | ||
Investments: | ||
Equity securities available for sale, at fair value | $ 425 | $ 438 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Pledged fixed maturity securities | $ 362 | $ 332 |
Short term investments, secured trust deposits | 3 | 212 |
Pledged cash, secured trust deposits | 398 | 331 |
Trade and notes receivables, allowance | $ 24 | $ 26 |
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Treasury stock, at cost (in shares) | 27,002,539 | 27,001,492 |
FNF Group Common Stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 487,000,000 | 487,000,000 |
Common stock outstanding (in shares) | 272,248,544 | 272,205,261 |
Common stock issued (in shares) | 285,086,230 | 285,041,900 |
FNFV Group Common Stock | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 113,000,000 | 113,000,000 |
Common stock outstanding (in shares) | 66,416,822 | 66,416,822 |
Common stock issued (in shares) | 80,581,675 | 80,581,675 |
ServiceLink Holdings, LLC | ||
Ownership interest | 21.00% | 21.00% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Direct title insurance premiums | $ 465 | $ 422 |
Agency title insurance premiums | 583 | 530 |
Escrow, title-related and other fees | 868 | 779 |
Restaurant revenue | 273 | 293 |
Interest and investment income | 29 | 30 |
Realized gains and losses, net | (1) | (6) |
Total revenues | 2,217 | 2,048 |
Expenses: | ||
Personnel costs | 715 | 652 |
Agent commissions | 446 | 402 |
Other operating expenses | 460 | 432 |
Cost of restaurant revenue | 236 | 245 |
Depreciation and amortization | 112 | 100 |
Provision for title claim losses | 52 | 52 |
Interest expense | 35 | 34 |
Total expenses | 2,056 | 1,917 |
Earnings from continuing operations before income taxes and equity in losses of unconsolidated affiliates | 161 | 131 |
Income tax expense | 78 | 49 |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 83 | 82 |
Equity in (losses) earnings of unconsolidated affiliates | (2) | 2 |
Earnings (loss) from continuing operations | 81 | 84 |
Less: Net earnings attributable to non-controlling interests | 9 | 10 |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 72 | 74 |
FNF Group Common Stock | ||
Expenses: | ||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 71 | $ 73 |
Basic | ||
Net earnings per share attributable to common shareholders (in usd per share) | $ 0.26 | $ 0.27 |
Diluted | ||
Net earnings per share attributable to common shareholders (in usd per share) | $ 0.25 | $ 0.26 |
Weighted average shares outstanding, basic (in shares) | 271 | 274 |
Weighted average shares outstanding, diluted (in shares) | 279 | 281 |
Cash dividends paid per share (in usd per share) | $ 0.25 | $ 0.21 |
FNFV Group Common Stock | ||
Expenses: | ||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 1 | $ 1 |
Basic | ||
Net earnings per share attributable to common shareholders (in usd per share) | $ 0.02 | $ 0.01 |
Diluted | ||
Net earnings per share attributable to common shareholders (in usd per share) | $ 0.01 | $ 0.01 |
Weighted average shares outstanding, basic (in shares) | 66 | 70 |
Weighted average shares outstanding, diluted (in shares) | 68 | 72 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 81 | $ 84 | |
Other comprehensive earnings: | |||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates | [1] | 13 | 21 |
Unrealized gain on investments in unconsolidated affiliates | [2] | 7 | 13 |
Unrealized gain on foreign currency translation | [3] | 1 | 4 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [4] | 3 | 0 |
Other comprehensive earnings | 24 | 38 | |
Comprehensive earnings | 105 | 122 | |
Less: Comprehensive earnings attributable to non-controlling interests | 8 | ||
Net Income (Loss) Attributable to Noncontrolling Interest | 9 | 10 | |
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 97 | 112 | |
FNF Group Common Stock | |||
Other comprehensive earnings: | |||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 97 | 99 | |
FNFV Group Common Stock | |||
Other comprehensive earnings: | |||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | $ 0 | $ 13 | |
[1] | Net of income tax expense of $8 million and $13 million for the three-month periods ended March 31, 2017 and 2016, respectively. | ||
[2] | Net of income tax expense of $4 million and $8 million for the three-month periods ended March 31, 2017 and 2016, respectively. | ||
[3] | Net of income tax expense of $1 million and $2 million for the three-month periods ended March 31, 2017 and 2016, respectively. | ||
[4] | Net of income tax expense of $2 million for the three-month period ended March 31, 2017. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on investments and other financial instruments, tax (benefit) expense | $ 8 | $ 13 |
Unrealized gain on investments in unconsolidated affiliates tax (benefit) expense | 4 | 8 |
Unrealized loss (gain) on foreign currency translation, tax (benefit) expense (less than $1 million) | 1 | $ 2 |
Other comprehensive income (loss), reclassification adjustment, tax (benefit) | $ 2 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Equity - 3 months ended Mar. 31, 2017 - USD ($) shares in Millions, $ in Millions | Total | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Earnings (Loss) | Treasury Stock | Non-controlling Interests | FNF Group Common StockCommons Stock | FNFV Group Common StockCommons Stock | |
Beginning balance (in shares) at Dec. 31, 2016 | 27 | 285 | 81 | ||||||
Beginning balance at Dec. 31, 2016 | $ 6,898 | $ 4,848 | $ 1,784 | $ (13) | $ (623) | $ 902 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options | 2 | 2 | |||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments | 12 | 13 | (1) | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 7 | [1] | 7 | ||||||
Other comprehensive earnings — unrealized gain on foreign currency translation | 1 | [2] | 1 | ||||||
Reclassification adjustments for change in unrealized gains included in net earnings | 3 | [3] | 3 | ||||||
Debt conversion settled in cash | (56) | (56) | |||||||
Stock-based compensation | 10 | 9 | 1 | ||||||
Dividends declared | (68) | (68) | |||||||
Acquisitions of non-controlling interests | 2 | 2 | |||||||
Subsidiary dividends declared to non-controlling interests | (2) | (2) | |||||||
Net earnings | 81 | 72 | 9 | ||||||
Ending balance (in shares) at Mar. 31, 2017 | 27 | 285 | 81 | ||||||
Ending balance at Mar. 31, 2017 | 6,890 | $ 4,803 | $ 1,788 | $ 11 | $ (623) | $ 911 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2016 | 344 | ||||||||
Ending balance at Mar. 31, 2017 | $ 344 | ||||||||
[1] | Net of income tax expense of $4 million and $8 million for the three-month periods ended March 31, 2017 and 2016, respectively. | ||||||||
[2] | Net of income tax expense of $1 million and $2 million for the three-month periods ended March 31, 2017 and 2016, respectively. | ||||||||
[3] | Net of income tax expense of $2 million for the three-month period ended March 31, 2017. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net earnings | $ 81 | $ 84 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 112 | 100 |
Equity in losses (earnings) of unconsolidated affiliates | 2 | (2) |
(Gain) loss on sales of investments and other assets, net | (1) | 3 |
Impairment of assets | 2 | 3 |
Stock-based compensation cost | 10 | 14 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease in trade receivables | 15 | 10 |
Net increase in prepaid expenses and other assets | (41) | (2) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (236) | (133) |
Net (decrease) increase in reserve for title claim losses | (3) | 12 |
Net change in income taxes | 63 | 3 |
Net cash provided by operating activities | 4 | 92 |
Cash flows from investing activities: | ||
Proceeds from sales of investment securities available for sale | 105 | 69 |
Proceeds from calls and maturities of investment securities available for sale | 154 | 114 |
Additions to property and equipment and capitalized software | (46) | (50) |
Purchases of investment securities available for sale | (53) | (251) |
Net (purchases of) proceeds from short-term investment securities | (70) | 371 |
Contributions to investments in unconsolidated affiliates | (32) | (76) |
Distributions from unconsolidated affiliates | 20 | 25 |
Net other investing activities | (1) | 0 |
Other acquisitions/disposals of businesses, net of cash acquired | (32) | (31) |
Net cash provided by investing activities | 45 | 171 |
Cash flows from financing activities: | ||
Borrowings | 50 | 18 |
Debt service payments | (69) | (73) |
Equity portion of debt conversions paid in cash | (44) | 0 |
Dividends paid | (68) | (58) |
Subsidiary dividends paid to non-controlling interest shareholders | (2) | (2) |
Exercise of stock options | 2 | 5 |
Payment of contingent consideration for prior period acquisitions | (6) | (1) |
Purchases of treasury stock | 0 | (96) |
Net cash used in financing activities | (137) | (207) |
Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits | (88) | 56 |
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period | 992 | 672 |
Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period | $ 904 | $ 728 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | Basis of Financial Statements The unaudited financial information in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2016 . Description of the Business We have organized our business into two groups, FNF Group and FNF Ventures ("FNFV"). Through FNF Group, we are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty products and (ii) technology and transaction services to the real estate and mortgage industries. FNF Group is the nation’s largest title insurance company operating through its title insurance underwriters - Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Alamo Title Insurance and National Title Insurance of New York Inc. - which collectively issue more title insurance policies than any other title company in the United States. Through our subsidiary ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services including title-related services and facilitation of production and management of mortgage loans. FNF Group also provides industry-leading mortgage technology solutions, including MSP®, the leading residential mortgage servicing technology platform in the U.S., through its majority-owned subsidiary, Black Knight Financial Services, Inc. ("Black Knight"). Through FNFV group, our diversified investment holding company, we own majority and minority equity investment stakes in a number of entities, including American Blue Ribbon Holdings, LLC ("ABRH"), Ceridian HCM, Inc. ("Ceridian"), and Digital Insurance, Inc. ("OneDigital"). For information about our reportable segments refer to Note H Segment Information . Recent Developments On May 3, 2017, our Board of Directors adopted a resolution to increase the size of our Board of Directors to thirteen and elected Heather H. Murren to serve on our Board of Directors. Ms. Murren will serve in Class I of our Board of Directors, and her term will expire at the annual meeting of our shareholders to be held in 2018. At this time, Ms. Murren has not been appointed to any committee of our Board. In the first quarter of 2017 regulatory approval was received for three of the Company’s title insurance underwriters, Fidelity National Title Insurance Company, Chicago Title Insurance Company and Commonwealth Land Title Insurance Company, to redomesticate from their existing states of domicile to Florida (the "Redomestication") effective March 1, 2017. In conjunction with the Redomestication, the Company received a special dividend from these title insurance underwriters of $280 million on March 15, 2017. On December 7, 2016, we announced that our Board of Directors approved a tax-free plan (the "Plan") whereby (1) we intend to distribute all 83.3 million shares of Black Knight Financial Services Inc. common stock that we currently own to FNF Group shareholders and (2) we intend to redeem all FNFV shares in exchange for shares of common stock of FNFV. Following the distributions, FNF, FNFV and Black Knight will each be independent, fully-distributed, publicly-traded common stocks, with FNF and FNFV no longer being tracking stocks. The Plan is subject to the receipt of private letter rulings from the Internal Revenue Service approving the distribution of Black Knight and FNFV shares, filing and acceptance of a registration statement for both the Black Knight and FNFV transactions with the Securities and Exchange Commission, Black Knight and FNFV shareholder approvals and other customary closing conditions. The closing of the tax-free distributions of Black Knight and FNFV are not dependent on one another and will occur separately when the aforementioned closing conditions are met. The closing of the distributions is expected by the end of the third quarter of 2017. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share based payments which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. The net earnings of Black Knight in our calculation of diluted earnings per share is adjusted for dilution related to certain Black Knight restricted stock granted to employees in accordance with ASC 260-10-55-20. We calculate the ratio of the Class B shares we hold to the total weighted average diluted shares of Black Knight outstanding and multiply such ratio by Black Knight's net earnings. The result is used as a substitution for Black Knight's net earnings attributable to FNF included in our consolidated net earnings in the numerator for our diluted earnings per share calculation. As the result had no effect for the three-month periods ended March 31, 2017 and 2016, there were no adjustments made to net earnings attributable to FNF in our calculation of diluted earnings per share. There are no adjustments to earnings attributable to FNF in our calculation of basic earnings per share. There are no adjustments made to net earnings attributable to FNFV in our calculation of basic or diluted earnings per share. Options or other instruments which provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. There were two million antidilutive options outstanding during both the three-months ended March 31, 2017 and 2016. Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU provides a new comprehensive revenue recognition model that requires companies to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update permits the use of either the retrospective or cumulative effect transition method. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations was issued by FASB in March 2016 to clarify the principal versus agent considerations within ASU 2014-09. ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing was issued by the FASB in April 2016 to clarify how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued by the FASB in May 2016 to clarify certain terms from the aforementioned updates and to add practical expedients for contracts at various stages of completion. ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , was issued by the FASB in December 2016 which includes thirteen technical corrections and improvements affecting narrow aspects of the guidance issued in ASU 2014-09. We continue to evaluate the impact these standards will have on our consolidated financial statements and related disclosures. We have completed our analysis of the impact of the standards for over 80% of our revenue, including all revenue recorded within direct title insurance premiums, agency title insurance premiums and restaurant revenue, and have concluded that these standards will not have a material impact on our accounting or reporting for these revenue streams. We continue to analyze certain revenue streams recorded within escrow, title-related and other fees primarily in our Black Knight segment. Black Knight has formed a project team and engaged a third-party professional services firm to assist us with its evaluation. Based upon its initial assessment, Black Knight currently does not anticipate a material change to the pattern of its revenue recognition related to revenue earned from the majority of its technology business hosted software arrangements, data and analytics business arrangements with transaction or volume-based fees and perpetual license arrangements in both its technology and data and analytics businesses. However, due to the complexity of certain of its contracts, including contracts for multiple products and services related to each of its segments, the final determination will be dependent on contract-specific terms. Black Knight is still in the process of quantifying the effects ASC 606 will have on its consolidated financial statements. Upon issuance of ASU 2015-14, the effective date of ASU 2014-09 was deferred to annual and interim periods beginning on or after December 15, 2017. We will adopt the guidance on January 1, 2018. Either of the following transition methods is permitted: (i) a full retrospective approach reflecting the application of the new standard in each prior reporting period, or (ii) a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings in the year the new standard is first applied. We are continuing to evaluate the approach we will use when transitioning to this new guidance. Other Pronouncements In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The primary amendments required by the ASU include: requiring equity investments with readily determinable fair values to be measured at fair value through net income rather than through other comprehensive income; allowing entities with equity investments without readily determinable fair values to report the investments at cost, adjusted for changes in observable prices, less impairment; requiring entities that elect the fair value option for financial liabilities to report the change in fair value attributable to instrument-specific credit risk in other comprehensive income; and clarifying that entities should assess the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires a cumulative-effect adjustment of the balance sheet as of the beginning of the year of adoption. Early adoption of the ASU is not permitted, except for the provision related to financial liabilities for which the fair value option has been elected. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) . The amendments in this ASU introduce broad changes to the accounting and reporting for leases by lessees. The main provisions of the new standard include: clarifications to the definitions of a lease, components of leases, and criteria for determining lease classification; requiring virtually all leased assets, including operating leases and related liabilities, to be reflected on the lessee's balance sheet; and expanding and adding to the required disclosures for lessees. This update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the standard is permitted. The ASU requires a modified retrospective approach to transitioning which allows for the use of practical expedients to effectively account for leases commenced prior to the effective date in accordance with previous GAAP, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are still evaluating the totality of the effects this new guidance will have on our business process and systems, consolidated financial statements, and related disclosures. We have identified a vendor with software suited to track and account for leases under the new standard. We have not concluded on the anticipated financial statement effects of adoption. We plan to adopt this standard on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The amendments in this ASU introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss ("CECL") model that is based on expected rather than incurred losses and amendments to the accounting for impairment of debt securities available for sale. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. GAAP currently does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. The Company currently excludes cash pledged related to secured trust deposits, which generally meets the definition of restricted cash, from the reconciliation of beginning-of-period to end-of-period total amounts shown on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. We do not expect this standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities . The amendments in this ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The new guidance does not change the accounting for purchased callable debt securities held at a discount. This update is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. We early adopted the standard as of January 1, 2017. The adoption of this standard did not have a material impact on our financial statements. |
Summary of Reserve for Claims L
Summary of Reserve for Claims Losses | 3 Months Ended |
Mar. 31, 2017 | |
Insurance [Abstract] | |
Summary of Reserve for Claims Losses | Summary of Reserve for Claim Losses A summary of the reserve for claim losses follows: Three months ended March 31, 2017 2016 (Dollars in millions) Beginning balance $ 1,487 $ 1,583 Change in reinsurance recoverable (4 ) — Claim loss provision related to: Current year 51 49 Prior years 1 3 Total title claim loss provision 52 52 Claims paid, net of recoupments related to: Current year (1 ) — Prior years (50 ) (40 ) Total title claims paid, net of recoupments (51 ) (40 ) Ending balance of claim loss reserve for title insurance $ 1,484 $ 1,595 Provision for title insurance claim losses as a percentage of title insurance premiums 5.0 % 5.5 % We continually update loss reserve estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that our recorded reserves may fall outside a reasonable range of our actuary's central estimate, which may require additional reserve adjustments in future periods. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 , respectively: March 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 104 $ — $ 104 State and political subdivisions — 590 — 590 Corporate debt securities — 1,420 — 1,420 Mortgage-backed/asset-backed securities — 55 — 55 Foreign government bonds — 110 — 110 Preferred stock available for sale 33 289 — 322 Equity securities available for sale 425 — — 425 Total assets $ 458 $ 2,568 $ — $ 3,026 December 31, 2016 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 117 $ — $ 117 State and political subdivisions — 615 — 615 Corporate debt securities — 1,533 — 1,533 Mortgage-backed/asset-backed securities — 58 — 58 Foreign government bonds — 109 — 109 Preferred stock available for sale 32 283 — 315 Equity securities available for sale 438 — — 438 Total assets $ 470 $ 2,715 $ — $ 3,185 Our Level 2 fair value measures for fixed-maturities available for sale are provided by third-party pricing services. We utilize one firm for our taxable bond and preferred stock portfolio and another for our tax-exempt bond portfolio. These pricing services are leading global providers of financial market data, analytics and related services to financial institutions. We rely on one price for each instrument to determine the carrying amount of the assets on our balance sheet. The inputs utilized in these pricing methodologies include observable measures such as benchmark yields, reported trades, broker dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including market research publications. We review the pricing methodologies for all of our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party as well as independently comparing the resulting prices to other publicly available measures of fair value and internally developed models. The pricing methodologies used by the relevant third-party pricing services are as follows: • U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. • State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data. • Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, and any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news. • Mortgage-backed/asset-backed securities: These securities are comprised of agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets. • Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities. • Preferred stocks: These securities are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data. As of March 31, 2017 and December 31, 2016 we held no material assets or liabilities measured at fair value using Level 3 inputs. The carrying amounts of short-term investments, accounts receivable and notes receivable approximate fair value due to their short-term nature. Additional information regarding the fair value of our investment portfolio is included in Note D. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The carrying amounts and fair values of our available for sale securities at March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 104 $ 103 $ 1 $ — $ 104 State and political subdivisions 590 580 10 — 590 Corporate debt securities 1,420 1,407 16 (3 ) 1,420 Mortgage-backed/asset-backed securities 55 53 2 — 55 Foreign government bonds 110 116 — (6 ) 110 Preferred stock available for sale 322 312 11 (1 ) 322 Equity securities available for sale 425 296 131 (2 ) 425 Total $ 3,026 $ 2,867 $ 171 $ (12 ) $ 3,026 December 31, 2016 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 117 $ 117 $ — $ — $ 117 State and political subdivisions 615 607 9 (1 ) 615 Corporate debt securities 1,533 1,524 15 (6 ) 1,533 Mortgage-backed/asset-backed securities 58 56 2 — 58 Foreign government bonds 109 117 — (8 ) 109 Preferred stock available for sale 315 312 6 (3 ) 315 Equity securities available for sale 438 323 115 — 438 Total $ 3,185 $ 3,056 $ 147 $ (18 ) $ 3,185 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or accreted discount since the date of purchase. The following table presents certain information regarding contractual maturities of our fixed maturity securities at March 31, 2017 : March 31, 2017 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 660 29 % $ 659 29 % After one year through five years 1,466 66 1,484 66 After five years through ten years 71 3 72 3 After ten years 9 — 9 — Mortgage-backed/asset-backed securities 53 2 55 2 Total $ 2,259 100 % $ 2,279 100 % Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Because of the potential for prepayment on mortgage-backed and asset-backed securities, they are not categorized by contractual maturity. Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2017 and December 31, 2016 , were as follows (in millions): March 31, 2017 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses Corporate debt securities $ 396 $ (3 ) $ — $ — $ 396 $ (3 ) Foreign government bonds 86 (3 ) 14 (3 ) 100 (6 ) Preferred stock available for sale 29 (1 ) — — 29 (1 ) Equity securities available for sale 40 (2 ) — — 40 (2 ) Total temporarily impaired securities $ 551 $ (9 ) $ 14 $ (3 ) $ 565 $ (12 ) December 31, 2016 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses States and political subdivisions $ 107 $ (1 ) $ — $ — $ 107 $ (1 ) Corporate debt securities 410 (4 ) 11 (2 ) 421 (6 ) Foreign government bonds 85 (4 ) 20 (4 ) 105 (8 ) Preferred stock available for sale 55 (2 ) 42 (1 ) 97 (3 ) Total temporarily impaired securities $ 657 $ (11 ) $ 73 $ (7 ) $ 730 $ (18 ) We recorded no impairment charges relating to investments during the three-month period ended March 31, 2017 . We recorded $3 million in impairment charges on fixed maturity securities during the three-month period ended March 31, 2016 related to an investment in an unconsolidated affiliate in which we determined the ability to recover our investment was unlikely. As of March 31, 2017 we held no fixed maturity securities for which an other-than-temporary impairment had been previously recognized. As of December 31, 2016, we held $7 million in securities for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our condensed consolidated financial statements. The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three-month periods ended March 31, 2017 and 2016 , respectively: Three months ended March 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ (3 ) $ — $ 236 Equity securities available for sale 5 — 5 32 Loss on debt conversions and debt refinancing (4 ) — Other realized gains and losses, net (2 ) — Total $ (1 ) $ 268 Three months ended March 31, 2016 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 1 $ — $ 1 $ 158 Equity securities available for sale — (1 ) (1 ) — Investments in unconsolidated affiliates (3 ) — Other assets (3 ) — Total $ (6 ) $ 158 Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of March 31, 2017 and December 31, 2016 , investments in unconsolidated affiliates consisted of the following (dollars in millions): Current Ownership March 31, 2017 December 31, 2016 Ceridian 33 % $ 367 $ 371 Other Various 211 187 Total $ 578 $ 558 In addition to our equity investment in Ceridian, we own certain of their outstanding bonds. Our investment in Ceridian bonds is included in Fixed maturity securities available for sale on the Condensed Consolidated Balance Sheets and had a fair value of $31 million and $30 million as of March 31, 2017 and December 31, 2016 , respectively. We did not purchase or dispose of any Ceridian bonds in the three-month period ended March 31, 2017 . During the three -month periods ended March 31, 2017 and 2016 , we recorded $ 4 million and $ 3 million , in equity in losses of Ceridian, respectively, and $ 2 million and $5 million in equity in earnings of other unconsolidated affiliates, respectively. Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Earnings, respectively, is presented below. March 31, December 31, (In millions) Total current assets before customer funds $ 295 $ 343 Customer funds 4,624 3,703 Goodwill and other intangible assets, net 2,290 2,291 Other assets 88 90 Total assets $ 7,297 $ 6,427 Current liabilities before customer obligations $ 147 $ 201 Customer obligations 4,612 3,692 Long-term obligations, less current portion 1,139 1,140 Other long-term liabilities 295 301 Total liabilities 6,193 5,334 Equity 1,104 1,093 Total liabilities and equity $ 7,297 $ 6,427 Three months ended March 31, 2017 Three months ended March 31, 2016 (In millions) Total revenues $ 187 $ 197 Loss before income taxes (9 ) (14 ) Net loss (11 ) (10 ) |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: March 31, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 $ 397 $ 397 Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 247 291 Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 300 300 Revolving Credit Facility, unsecured, unused portion of $800, due July 2018 with interest payable monthly at LIBOR + 1.45% (3 ) (3 ) Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023 401 401 Black Knight Term A Facility, due May 2020 with interest currently payable monthly at LIBOR + 2.00% (3.00% at March 31, 2017) 723 733 Black Knight Term B Facility, due May 2022 with interest currently payable quarterly at LIBOR + 2.25% (3.25% at March 31, 2017) 340 341 Black Knight Revolving Credit Facility, unused portion of $350, due May 2020 with interest currently payable monthly at LIBOR + 2.00% (3.00% at March 31, 2017) 47 46 ABRH Term Loan, interest payable monthly at LIBOR + 2.75% (3.73% at March 31, 2017), due August 2019 90 92 OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR + 2.50% - 3.50% (4.19% at March 31, 2017) 147 129 ABRH Revolving Credit Facility, unused portion of $35, due August 2019 with interest payable monthly at Base Rate + 1.75% (5.75% at March 31, 2017) 9 — Other 24 19 $ 2,722 $ 2,746 At March 31, 2017 , the estimated fair value of our long-term debt was approximately $3,087 million , which was $346 million higher than its carrying value, excluding $19 million of net unamortized debt issuance costs and original issuance premium/discount. The carrying values of our ABRH term loan, ABRH revolving credit facility and OneDigital revolving credit facility approximate the fair values at March 31, 2017 as they are variable rate instruments with short reset periods which reflect current market rates. The fair value of our unsecured notes payable was $1,688 million as of March 31, 2017 . The fair values of our unsecured notes payable are based on established market prices for the securities on March 31, 2017 and are considered Level 2 financial liabilities. The carrying value of the Black Knight Term A, Term B, and revolving facilities approximate fair value at March 31, 2017 . The revolving credit facilities are considered Level 2 financial liabilities. On May 27, 2015, Black Knight InfoServ, LLC ("BKIS") entered into a credit and guaranty agreement (the “BKIS Credit Agreement”) with an aggregate borrowing capacity of $1.6 billion with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The material terms of the BKIS Credit Agreement, excluding the BKIS Credit Agreement Amendment below, are set forth in our Annual Report for the year ended December 31, 2016. On February 27, 2017, BKIS entered into a first amendment (the "First Amendment") to its BKIS Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent pursuant to which certain terms of the BKIS Credit Agreement were modified and amended. Pursuant to the First Amendment, effective as of February 27, 2017, the Term B Loan under the BKIS Credit Agreement bears interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of 125 basis points, or (ii) the Eurodollar rate plus a margin of 225 basis points, subject to a Eurodollar rate floor of 75 basis points. In addition, the First Amendment permits the previously announced tax-free distribution pursuant to which FNF intends to distribute, together with the other transactions related thereto, all 83.3 million shares of Black Knight common stock that it currently owns to holders of FNF Group common stock. As of March 31, 2017 BKIS had aggregate outstanding debt of $1,110 million under the BKIS Credit Agreement, net of debt issuance costs. We hold $49 million of the outstanding Term B notes which eliminate in consolidation. On April 26, 2017, BKIS, entered into a Second Amendment (the “Second Amendment”) to its BKIS Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto. The Second Amendment increases (i) the aggregate principal amount of the Term A Loan by $300 million to $1,030 million and (ii) the aggregate principal amount of commitments under the Revolving Credit Facility by $100 million to $500 million . The Second Amendment also reduces the pricing applicable to the loans under the Term A Facility and Revolving Credit Facility by 25 basis points and reduces the unused commitment fee applicable to the Revolving Credit Facility by 5 basis points. The Term A Loan and Revolving Credit Facility bear interest at rates based upon, at the option of BKIS, either (i) the base rate plus a margin of between 25 and 100 basis points depending on the total leverage ratio of BKFS LLC and its restricted subsidiaries on a consolidated basis (the “Consolidated Leverage Ratio”) and (ii) the Eurodollar rate plus a margin of between 125 and 200 basis points depending on the Consolidated Leverage Ratio, subject to a Eurodollar rate floor of zero basis points. In addition, BKIS will pay an unused commitment fee of between 15 and 30 basis points on the undrawn commitments under the Revolving Credit Facility, also depending on the Consolidated Leverage Ratio. Pursuant to the terms of the Second Amendment, the Term A Loan and the Revolving Credit Facility mature on February 25, 2022. On March 31, 2015, OneDigital, entered into a senior secured credit facility (the “OneDigital Facility”) with Bank of America, N.A. (“Bank of America”) as administrative agent, JPMorgan Chase Bank, N.A. as syndication agent, and the other financial institutions party thereto. The material terms of the Digital Insurance Facility are set forth in our Annual Report for the year ended December 31, 2016. On March 17, 2017, OneDigital and certain subsidiaries of OneDigital (the “Guarantors”), entered into an Amended and Restated Credit Agreement (the “Amendment”) pursuant to which certain terms of the OneDigital Facility were amended. Pursuant to the Amendment, the Revolving Commitments under the OneDigital Facility were increased from an aggregate of $160 million to $200 million , and the maturity date of the facility was changed from March 31, 2020 to March 17, 2022. The Amendment also modified the financial covenants relating to certain leverage ratios under the Credit Agreement. As of March 31, 2017 , OneDigital had outstanding debt of $147 million and remaining borrowing capacity of $50 million under the OneDigital Facility. On August 19, 2014, ABRH entered into a credit agreement (the “ABRH Credit Facility”) with Wells Fargo Bank, National Association as administrative agent, Swingline Lender and Issuing Lender (the “ABRH Administrative Agent”), Bank of America, N.A. as syndication agent and the other financial institutions party thereto. The ABRH Credit Facility was amended on February 24, 2017. The material terms of the ABRH Credit Facility are set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 and have not been amended since the filing of such Annual Report. As of March 31, 2017 , ABRH had $90 million outstanding for the ABRH Term Loan, had $9 million outstanding under the ABRH Revolver, had $ 16 million of outstanding letters of credit and had $ 35 million of remaining borrowing capacity under the ABRH Credit Facility. On January 2, 2014, as a result of our acquisition of Lender Processing Services ("LPS"), FNF acquired $600 million aggregate principal amount of 5.75% Senior Notes due in 2023, initially issued by BKIS on October 12, 2012 (the "Black Knight Senior Notes"). The material terms of the Black Knight Senior Notes are set forth in our Annual Report for the year ended December 31, 2016. On April 26, 2017, Black Knight redeemed the outstanding Black Knight Senior Notes at a price of 104.825% and paid $1 million in accrued interest. On June 25, 2013, FNF entered into an agreement to amend and restate our existing $ 800 million Second Amended and Restated Credit Agreement (the “Existing Credit Agreement”), dated as of April 16, 2012 with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto (the “Revolving Credit Facility”). As of March 31, 2017 , there was no outstanding balance under the Revolving Credit Facility and $3 million in unamortized debt issuance costs. On April 27, 2017, the Revolving Credit Facility was amended (the "Restated Credit Agreement") to extend the term for 5 years, from a maturity date of July 15, 2018 to April 27, 2022 and to update the interest rate. Revolving loans under the Restated Credit Agreement generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) one-half of one percent in excess of the federal funds rate, (b) the Administrative Agent’s “prime rate”, or (c) the sum of one percent plus one -month LIBOR) plus a margin of between 10.0 and 60.0 basis points depending on the senior unsecured long-term debt ratings of the Company or (ii) LIBOR plus a margin of between 110.0 and 160.0 basis points depending on the senior unsecured long-term debt ratings of the Company. At the current Standard & Poor’s and Moody’s senior unsecured long-term debt ratings of BBB/Baa2, respectively, the applicable margin for revolving loans subject to LIBOR is 140 basis points. In addition, the Company will pay a commitment fee of between 15.0 and 40.0 basis points on the entire facility, also depending on the Company’s senior unsecured long-term debt ratings. All other material terms of the Revolving Credit Facility are the same as those set forth in our Annual Report for the year ended December 31, 2016. On August 28, 2012, FNF completed an offering of $ 400 million in aggregate principal amount of 5.50% notes due September 2022 (the " 5.50% notes"), pursuant to an effective registration statement previously filed with the SEC. The material terms of the 5.50% notes are set forth in our Annual Report for the year ended December 31, 2016. On August 2, 2011, FNF completed an offering of $ 300 million in aggregate principal amount of 4.25% convertible senior notes due August 2018 (the "Notes") in an offering conducted in accordance with Rule 144A under the Securities Act of 1933, as amended. The material terms of the Notes are set forth in our Annual Report for the year ended December 31, 2016, except to clarify that it is now our intent to settle conversions through cash settlement. Beginning October 1, 2013, these notes are convertible under the 130% Sale Price Condition described in our Annual Report. During the quarter ended March 31, 2017, we repurchased Notes with aggregate principal of $47 million for $104 million . On May 5, 2010, FNF completed an offering of $ 300 million in aggregate principal amount of our 6.60% notes due May 2017 (the " 6.60% Notes"), pursuant to an effective registration statement previously filed with the SEC. The material terms of the 6.60% Notes are set forth in our Annual Report for the year ended December 31, 2016. Gross principal maturities of notes payable at March 31, 2017 are as follows (in millions): 2017 (remaining) $ 369 2018 345 2019 189 2020 706 2021 4 Thereafter 1,128 $ 2,741 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal and Regulatory Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. With respect to our title insurance operations, this customary litigation includes but is not limited to a wide variety of cases arising out of or related to title and escrow claims, for which we make provisions through our loss reserves. Additionally, like other companies, our ordinary course litigation includes a number of class action and purported class action lawsuits, which make allegations related to aspects of our operations. We believe that no actions, other than the matters discussed below, if any, depart from customary litigation incidental to our business. Our Restaurant Group companies are a defendant from time to time in various legal proceedings arising in the ordinary course of business, including claims relating to injury or wrongful death under “dram shop” laws that allow a person to sue us based on any injury caused by an intoxicated person who was wrongfully served alcoholic beverages at one of the restaurants; individual and purported class or collective action claims alleging violation of federal and state employment, franchise and other laws; and claims from guests or employees alleging illness, injury or other food quality, health or operational concerns. Our Restaurant Group companies are also subject to compliance with extensive government laws and regulations related to employment practices and policies and the manufacture, preparation, and sale of food and alcohol. We 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 has been recorded. Our accrual for legal and regulatory matters was $3 million as of March 31, 2017 and $69 million as of December 31, 2016 . During the quarter ended March 31, 2017, ServiceLink paid $65 million to settle all remaining obligations to complete the document execution review under the 2011 LPS consent order with certain banking agencies. Details of the consent order and the terms of the settlement are set forth in Note M to the Consolidated Financial Statements in our Annual Report for the year ended December 31, 2016. None of the amounts we have currently recorded are considered to be material to our financial condition individually or in the aggregate. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending legal proceedings is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe that the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which may require us to pay fines or claims or take other actions. Operating Leases Future minimum operating lease payments are as follows (in millions): 2017 (remaining) $ 174 2018 187 2019 156 2020 120 2021 87 Thereafter 220 Total future minimum operating lease payments $ 944 |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Dividends | Dividends On May 3, 2017 , our Board of Directors declared cash dividends of $ 0.25 per share, payable on June 30, 2017 , to FNF Group common shareholders of record as of June 16, 2017 . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended March 31, 2017 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total (In millions) Title premiums $ 1,048 $ — $ — $ 1,048 $ — $ — $ — $ 1,048 Other revenues 496 258 65 819 — 49 49 868 Restaurant revenues — — — — 273 — 273 273 Revenues from external customers 1,544 258 65 1,867 273 49 322 2,189 Interest and investment income, including realized gains and losses 26 (2 ) (2 ) 22 — 6 6 28 Total revenues 1,570 256 63 1,889 273 55 328 2,217 Depreciation and amortization 38 53 5 96 11 5 16 112 Interest expense — 16 15 31 2 2 4 35 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 151 41 (32 ) 160 (4 ) 5 1 161 Income tax expense (benefit) 78 13 (11 ) 80 — (2 ) (2 ) 78 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 73 28 (21 ) 80 (4 ) 7 3 83 Equity in earnings (losses) of unconsolidated affiliates 2 — — 2 — (4 ) (4 ) (2 ) Earnings (loss) from continuing operations $ 75 $ 28 $ (21 ) $ 82 $ (4 ) $ 3 $ (1 ) $ 81 Assets $ 8,264 $ 3,729 $ 762 $ 12,755 $ 487 $ 936 $ 1,423 $ 14,178 Goodwill 2,347 2,307 215 4,869 101 115 216 5,085 As of and for the three months ended March 31, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 952 $ — $ — $ 952 $ — $ — $ — $ 952 Other revenues 466 242 33 741 — 38 38 779 Restaurant revenues — — — — 293 — 293 293 Revenues from external customers 1,418 242 33 1,693 293 38 331 2,024 Interest and investment income, including realized gains and losses 29 — (3 ) 26 (3 ) 1 (2 ) 24 Total revenues 1,447 242 30 1,719 290 39 329 2,048 Depreciation and amortization 35 48 2 85 10 5 15 100 Interest expense — 16 15 31 1 2 3 34 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 121 41 (32 ) 130 — 1 1 131 Income tax expense (benefit) 45 14 (9 ) 50 — (1 ) (1 ) 49 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 76 27 (23 ) 80 — 2 2 82 Equity in earnings (loss) of unconsolidated affiliates 3 — — 3 — (1 ) (1 ) 2 Earnings (loss) from continuing operations $ 79 $ 27 $ (23 ) $ 83 $ — $ 1 $ 1 $ 84 Assets $ 8,668 $ 3,645 $ 220 $ 12,533 $ 491 $ 919 $ 1,410 $ 13,943 Goodwill 2,310 2,224 45 4,579 101 86 187 4,766 The activities in our segments include the following: FNF Group • Title. This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty products. This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default. • Black Knight. This segment consists of the operations of Black Knight, which, through leading software systems and information solutions, provides mission critical technology and data and analytics services that facilitate and automate many of the business processes across the life cycle of a mortgage. • FNF Group Corporate and Other. This segment consists of the operations of the parent holding company, certain other unallocated corporate overhead expenses, and other real estate operations. FNFV • Restaurant Group. This segment consists of the operations of ABRH, in which we have a 55% ownership interest. ABRH and its affiliates are the owners and operators of the O'Charley's, Ninety Nine Restaurants, Village Inn, Bakers Square, and Legendary Baking restaurant and food service concepts. • FNFV Corporate and Other. This segment primarily consists of our share in the operations of certain equity investments, including Ceridian, as well as consolidated investments, including OneDigital, in which we own 96% , and other smaller investments which are not title-related. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following supplemental cash flow information is provided with respect to certain non-cash investing and financing activities. Three months ended March 31, 2017 2016 Cash paid for: Interest $ 30 $ 29 Income taxes 14 46 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ (9 ) $ 25 Change in purchases of investments available for sale payable in period 1 3 Financing activities: Change in treasury stock purchases payable in period $ — $ (1 ) Accrual for unsettled debt service payments related to the Notes 9 — Accrual for the equity portion of unsettled repurchases of the Notes 12 — |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | The unaudited financial information in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” or “FNF”) prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. |
Earnings Per Share | Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share based payments which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. The net earnings of Black Knight in our calculation of diluted earnings per share is adjusted for dilution related to certain Black Knight restricted stock granted to employees in accordance with ASC 260-10-55-20. We calculate the ratio of the Class B shares we hold to the total weighted average diluted shares of Black Knight outstanding and multiply such ratio by Black Knight's net earnings. The result is used as a substitution for Black Knight's net earnings attributable to FNF included in our consolidated net earnings in the numerator for our diluted earnings per share calculation. As the result had no effect for the three-month periods ended March 31, 2017 and 2016, there were no adjustments made to net earnings attributable to FNF in our calculation of diluted earnings per share. There are no adjustments to earnings attributable to FNF in our calculation of basic earnings per share. There are no adjustments made to net earnings attributable to FNFV in our calculation of basic or diluted earnings per share. Options or other instruments which provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU provides a new comprehensive revenue recognition model that requires companies to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This update permits the use of either the retrospective or cumulative effect transition method. ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations was issued by FASB in March 2016 to clarify the principal versus agent considerations within ASU 2014-09. ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing was issued by the FASB in April 2016 to clarify how to determine whether goods and services are separately identifiable and thus accounted for as separate performance obligations. ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued by the FASB in May 2016 to clarify certain terms from the aforementioned updates and to add practical expedients for contracts at various stages of completion. ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , was issued by the FASB in December 2016 which includes thirteen technical corrections and improvements affecting narrow aspects of the guidance issued in ASU 2014-09. We continue to evaluate the impact these standards will have on our consolidated financial statements and related disclosures. We have completed our analysis of the impact of the standards for over 80% of our revenue, including all revenue recorded within direct title insurance premiums, agency title insurance premiums and restaurant revenue, and have concluded that these standards will not have a material impact on our accounting or reporting for these revenue streams. We continue to analyze certain revenue streams recorded within escrow, title-related and other fees primarily in our Black Knight segment. Black Knight has formed a project team and engaged a third-party professional services firm to assist us with its evaluation. Based upon its initial assessment, Black Knight currently does not anticipate a material change to the pattern of its revenue recognition related to revenue earned from the majority of its technology business hosted software arrangements, data and analytics business arrangements with transaction or volume-based fees and perpetual license arrangements in both its technology and data and analytics businesses. However, due to the complexity of certain of its contracts, including contracts for multiple products and services related to each of its segments, the final determination will be dependent on contract-specific terms. Black Knight is still in the process of quantifying the effects ASC 606 will have on its consolidated financial statements. Upon issuance of ASU 2015-14, the effective date of ASU 2014-09 was deferred to annual and interim periods beginning on or after December 15, 2017. We will adopt the guidance on January 1, 2018. Either of the following transition methods is permitted: (i) a full retrospective approach reflecting the application of the new standard in each prior reporting period, or (ii) a modified retrospective approach with a cumulative-effect adjustment to the opening balance of retained earnings in the year the new standard is first applied. We are continuing to evaluate the approach we will use when transitioning to this new guidance. Other Pronouncements In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The primary amendments required by the ASU include: requiring equity investments with readily determinable fair values to be measured at fair value through net income rather than through other comprehensive income; allowing entities with equity investments without readily determinable fair values to report the investments at cost, adjusted for changes in observable prices, less impairment; requiring entities that elect the fair value option for financial liabilities to report the change in fair value attributable to instrument-specific credit risk in other comprehensive income; and clarifying that entities should assess the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires a cumulative-effect adjustment of the balance sheet as of the beginning of the year of adoption. Early adoption of the ASU is not permitted, except for the provision related to financial liabilities for which the fair value option has been elected. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) . The amendments in this ASU introduce broad changes to the accounting and reporting for leases by lessees. The main provisions of the new standard include: clarifications to the definitions of a lease, components of leases, and criteria for determining lease classification; requiring virtually all leased assets, including operating leases and related liabilities, to be reflected on the lessee's balance sheet; and expanding and adding to the required disclosures for lessees. This update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the standard is permitted. The ASU requires a modified retrospective approach to transitioning which allows for the use of practical expedients to effectively account for leases commenced prior to the effective date in accordance with previous GAAP, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We are still evaluating the totality of the effects this new guidance will have on our business process and systems, consolidated financial statements, and related disclosures. We have identified a vendor with software suited to track and account for leases under the new standard. We have not concluded on the anticipated financial statement effects of adoption. We plan to adopt this standard on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The amendments in this ASU introduce broad changes to accounting for credit impairment of financial instruments. The primary updates include the introduction of a new current expected credit loss ("CECL") model that is based on expected rather than incurred losses and amendments to the accounting for impairment of debt securities available for sale. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. We do not plan to early adopt the standard. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU introduce clarifications to the presentation of certain cash receipts and cash payments in the statement of cash flows. The primary updates include additions and clarifications of the classification of cash flows related to certain debt repayment activities, contingent consideration payments related to business combinations, proceeds from insurance policies, distributions from equity method investees, and cash flows related to securitized receivables. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash . The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. GAAP currently does not include specific guidance on the cash flow classification and presentation of changes in restricted cash. The Company currently excludes cash pledged related to secured trust deposits, which generally meets the definition of restricted cash, from the reconciliation of beginning-of-period to end-of-period total amounts shown on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. The ASU requires retrospective application to all prior periods presented upon adoption. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business to assist companies with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The new guidance requires a company to evaluate if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the guidance for revenue from contracts with customers. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. We do not expect this standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance simplifies the measurement of goodwill impairment by removing step 2 of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We are currently evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures and have not yet concluded on its effects. In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities . The amendments in this ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The new guidance does not change the accounting for purchased callable debt securities held at a discount. This update is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of this ASU is permitted, including in interim periods. We early adopted the standard as of January 1, 2017. The adoption of this standard did not have a material impact on our financial statements. |
Summary of Reserve for Claims19
Summary of Reserve for Claims Losses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Insurance [Abstract] | |
Summary of the Reserve for Claim Losses | A summary of the reserve for claim losses follows: Three months ended March 31, 2017 2016 (Dollars in millions) Beginning balance $ 1,487 $ 1,583 Change in reinsurance recoverable (4 ) — Claim loss provision related to: Current year 51 49 Prior years 1 3 Total title claim loss provision 52 52 Claims paid, net of recoupments related to: Current year (1 ) — Prior years (50 ) (40 ) Total title claims paid, net of recoupments (51 ) (40 ) Ending balance of claim loss reserve for title insurance $ 1,484 $ 1,595 Provision for title insurance claim losses as a percentage of title insurance premiums 5.0 % 5.5 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets Measured on Recurring Basis | The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 , respectively: March 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 104 $ — $ 104 State and political subdivisions — 590 — 590 Corporate debt securities — 1,420 — 1,420 Mortgage-backed/asset-backed securities — 55 — 55 Foreign government bonds — 110 — 110 Preferred stock available for sale 33 289 — 322 Equity securities available for sale 425 — — 425 Total assets $ 458 $ 2,568 $ — $ 3,026 December 31, 2016 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 117 $ — $ 117 State and political subdivisions — 615 — 615 Corporate debt securities — 1,533 — 1,533 Mortgage-backed/asset-backed securities — 58 — 58 Foreign government bonds — 109 — 109 Preferred stock available for sale 32 283 — 315 Equity securities available for sale 438 — — 438 Total assets $ 470 $ 2,715 $ — $ 3,185 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities | The carrying amounts and fair values of our available for sale securities at March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 104 $ 103 $ 1 $ — $ 104 State and political subdivisions 590 580 10 — 590 Corporate debt securities 1,420 1,407 16 (3 ) 1,420 Mortgage-backed/asset-backed securities 55 53 2 — 55 Foreign government bonds 110 116 — (6 ) 110 Preferred stock available for sale 322 312 11 (1 ) 322 Equity securities available for sale 425 296 131 (2 ) 425 Total $ 3,026 $ 2,867 $ 171 $ (12 ) $ 3,026 December 31, 2016 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 117 $ 117 $ — $ — $ 117 State and political subdivisions 615 607 9 (1 ) 615 Corporate debt securities 1,533 1,524 15 (6 ) 1,533 Mortgage-backed/asset-backed securities 58 56 2 — 58 Foreign government bonds 109 117 — (8 ) 109 Preferred stock available for sale 315 312 6 (3 ) 315 Equity securities available for sale 438 323 115 — 438 Total $ 3,185 $ 3,056 $ 147 $ (18 ) $ 3,185 |
Investments Classified by Contractual Maturity Date | The following table presents certain information regarding contractual maturities of our fixed maturity securities at March 31, 2017 : March 31, 2017 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 660 29 % $ 659 29 % After one year through five years 1,466 66 1,484 66 After five years through ten years 71 3 72 3 After ten years 9 — 9 — Mortgage-backed/asset-backed securities 53 2 55 2 Total $ 2,259 100 % $ 2,279 100 % |
Schedule of Temporary Impairment Losses, Investments | Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2017 and December 31, 2016 , were as follows (in millions): March 31, 2017 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses Corporate debt securities $ 396 $ (3 ) $ — $ — $ 396 $ (3 ) Foreign government bonds 86 (3 ) 14 (3 ) 100 (6 ) Preferred stock available for sale 29 (1 ) — — 29 (1 ) Equity securities available for sale 40 (2 ) — — 40 (2 ) Total temporarily impaired securities $ 551 $ (9 ) $ 14 $ (3 ) $ 565 $ (12 ) December 31, 2016 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses States and political subdivisions $ 107 $ (1 ) $ — $ — $ 107 $ (1 ) Corporate debt securities 410 (4 ) 11 (2 ) 421 (6 ) Foreign government bonds 85 (4 ) 20 (4 ) 105 (8 ) Preferred stock available for sale 55 (2 ) 42 (1 ) 97 (3 ) Total temporarily impaired securities $ 657 $ (11 ) $ 73 $ (7 ) $ 730 $ (18 ) |
Realized Gains and Losses and Proceeds From Sales on Investments and Other Assets | The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three-month periods ended March 31, 2017 and 2016 , respectively: Three months ended March 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ (3 ) $ — $ 236 Equity securities available for sale 5 — 5 32 Loss on debt conversions and debt refinancing (4 ) — Other realized gains and losses, net (2 ) — Total $ (1 ) $ 268 Three months ended March 31, 2016 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 1 $ — $ 1 $ 158 Equity securities available for sale — (1 ) (1 ) — Investments in unconsolidated affiliates (3 ) — Other assets (3 ) — Total $ (6 ) $ 158 |
Schedule of Equity Method Investments | Summarized financial information for Ceridian for the relevant dates and time periods included in Investments in unconsolidated affiliates and Equity in losses of unconsolidated affiliates in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Earnings, respectively, is presented below. March 31, December 31, (In millions) Total current assets before customer funds $ 295 $ 343 Customer funds 4,624 3,703 Goodwill and other intangible assets, net 2,290 2,291 Other assets 88 90 Total assets $ 7,297 $ 6,427 Current liabilities before customer obligations $ 147 $ 201 Customer obligations 4,612 3,692 Long-term obligations, less current portion 1,139 1,140 Other long-term liabilities 295 301 Total liabilities 6,193 5,334 Equity 1,104 1,093 Total liabilities and equity $ 7,297 $ 6,427 Three months ended March 31, 2017 Three months ended March 31, 2016 (In millions) Total revenues $ 187 $ 197 Loss before income taxes (9 ) (14 ) Net loss (11 ) (10 ) Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of March 31, 2017 and December 31, 2016 , investments in unconsolidated affiliates consisted of the following (dollars in millions): Current Ownership March 31, 2017 December 31, 2016 Ceridian 33 % $ 367 $ 371 Other Various 211 187 Total $ 578 $ 558 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable | Notes payable consists of the following: March 31, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 $ 397 $ 397 Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 247 291 Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 300 300 Revolving Credit Facility, unsecured, unused portion of $800, due July 2018 with interest payable monthly at LIBOR + 1.45% (3 ) (3 ) Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023 401 401 Black Knight Term A Facility, due May 2020 with interest currently payable monthly at LIBOR + 2.00% (3.00% at March 31, 2017) 723 733 Black Knight Term B Facility, due May 2022 with interest currently payable quarterly at LIBOR + 2.25% (3.25% at March 31, 2017) 340 341 Black Knight Revolving Credit Facility, unused portion of $350, due May 2020 with interest currently payable monthly at LIBOR + 2.00% (3.00% at March 31, 2017) 47 46 ABRH Term Loan, interest payable monthly at LIBOR + 2.75% (3.73% at March 31, 2017), due August 2019 90 92 OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR + 2.50% - 3.50% (4.19% at March 31, 2017) 147 129 ABRH Revolving Credit Facility, unused portion of $35, due August 2019 with interest payable monthly at Base Rate + 1.75% (5.75% at March 31, 2017) 9 — Other 24 19 $ 2,722 $ 2,746 |
Schedule of Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2017 are as follows (in millions): 2017 (remaining) $ 369 2018 345 2019 189 2020 706 2021 4 Thereafter 1,128 $ 2,741 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Future minimum operating lease payments are as follows (in millions): 2017 (remaining) $ 174 2018 187 2019 156 2020 120 2021 87 Thereafter 220 Total future minimum operating lease payments $ 944 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | As of and for the three months ended March 31, 2017 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total (In millions) Title premiums $ 1,048 $ — $ — $ 1,048 $ — $ — $ — $ 1,048 Other revenues 496 258 65 819 — 49 49 868 Restaurant revenues — — — — 273 — 273 273 Revenues from external customers 1,544 258 65 1,867 273 49 322 2,189 Interest and investment income, including realized gains and losses 26 (2 ) (2 ) 22 — 6 6 28 Total revenues 1,570 256 63 1,889 273 55 328 2,217 Depreciation and amortization 38 53 5 96 11 5 16 112 Interest expense — 16 15 31 2 2 4 35 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 151 41 (32 ) 160 (4 ) 5 1 161 Income tax expense (benefit) 78 13 (11 ) 80 — (2 ) (2 ) 78 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 73 28 (21 ) 80 (4 ) 7 3 83 Equity in earnings (losses) of unconsolidated affiliates 2 — — 2 — (4 ) (4 ) (2 ) Earnings (loss) from continuing operations $ 75 $ 28 $ (21 ) $ 82 $ (4 ) $ 3 $ (1 ) $ 81 Assets $ 8,264 $ 3,729 $ 762 $ 12,755 $ 487 $ 936 $ 1,423 $ 14,178 Goodwill 2,347 2,307 215 4,869 101 115 216 5,085 As of and for the three months ended March 31, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 952 $ — $ — $ 952 $ — $ — $ — $ 952 Other revenues 466 242 33 741 — 38 38 779 Restaurant revenues — — — — 293 — 293 293 Revenues from external customers 1,418 242 33 1,693 293 38 331 2,024 Interest and investment income, including realized gains and losses 29 — (3 ) 26 (3 ) 1 (2 ) 24 Total revenues 1,447 242 30 1,719 290 39 329 2,048 Depreciation and amortization 35 48 2 85 10 5 15 100 Interest expense — 16 15 31 1 2 3 34 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 121 41 (32 ) 130 — 1 1 131 Income tax expense (benefit) 45 14 (9 ) 50 — (1 ) (1 ) 49 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 76 27 (23 ) 80 — 2 2 82 Equity in earnings (loss) of unconsolidated affiliates 3 — — 3 — (1 ) (1 ) 2 Earnings (loss) from continuing operations $ 79 $ 27 $ (23 ) $ 83 $ — $ 1 $ 1 $ 84 Assets $ 8,668 $ 3,645 $ 220 $ 12,533 $ 491 $ 919 $ 1,410 $ 13,943 Goodwill 2,310 2,224 45 4,579 101 86 187 4,766 |
Supplemental Cash Flow Inform25
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | The following supplemental cash flow information is provided with respect to certain non-cash investing and financing activities. Three months ended March 31, 2017 2016 Cash paid for: Interest $ 30 $ 29 Income taxes 14 46 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ (9 ) $ 25 Change in purchases of investments available for sale payable in period 1 3 Financing activities: Change in treasury stock purchases payable in period $ — $ (1 ) Accrual for unsettled debt service payments related to the Notes 9 — Accrual for the equity portion of unsettled repurchases of the Notes 12 — |
Basis of Financial Statements -
Basis of Financial Statements - Description of the Business (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Basis of Financial Statements27
Basis of Financial Statements - Recent Developments (Details) shares in Millions, $ in Millions | May 03, 2017director | Sep. 30, 2017shares | Mar. 15, 2017USD ($) |
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||
Special dividend from title insurance underwriter | $ | $ 280 | ||
Scenario, Forecast | |||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||
Shares of Black Knight Financial Services Inc.(in shares) | shares | 83.3 | ||
Subsequent Event | |||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||
Number of Board of Directors | director | 13 |
Basis of Financial Statements28
Basis of Financial Statements - Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Antidilutive options (in shares) | 2 | 2 |
Summary of Reserve for Claims29
Summary of Reserve for Claims Losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Beginning balance | $ 1,487 | $ 1,583 |
Change in reinsurance recoverable | (4) | 0 |
Claim loss provision related to: | ||
Current year | 51 | 49 |
Prior years | 1 | 3 |
Total title claim loss provision | 52 | 52 |
Claims paid, net of recoupments related to: | ||
Current year | (1) | 0 |
Prior years | (50) | (40) |
Total title claims paid, net of recoupments | (51) | (40) |
Ending balance of claim loss reserve for title insurance | $ 1,484 | $ 1,595 |
Provision for title insurance claim losses as a percentage of title insurance premiums | 5.00% | 5.50% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | $ 2,279,000,000 | $ 2,432,000,000 |
Total assets | 3,026,000,000 | 3,185,000,000 |
U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 104,000,000 | 117,000,000 |
State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 590,000,000 | 615,000,000 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 1,420,000,000 | 1,533,000,000 |
Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 55,000,000 | 58,000,000 |
Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 110,000,000 | 109,000,000 |
Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 322,000,000 | 315,000,000 |
Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 425,000,000 | 438,000,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held at fair value | 0 | 0 |
Liabilities held at fair value | 0 | 0 |
Fair value, measurements, recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 3,026,000,000 | 3,185,000,000 |
Fair value, measurements, recurring | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 104,000,000 | 117,000,000 |
Fair value, measurements, recurring | State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 590,000,000 | 615,000,000 |
Fair value, measurements, recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 1,420,000,000 | 1,533,000,000 |
Fair value, measurements, recurring | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 55,000,000 | 58,000,000 |
Fair value, measurements, recurring | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 110,000,000 | 109,000,000 |
Fair value, measurements, recurring | Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 322,000,000 | 315,000,000 |
Fair value, measurements, recurring | Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 425,000,000 | 438,000,000 |
Fair value, measurements, recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 458,000,000 | 470,000,000 |
Fair value, measurements, recurring | Level 1 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 1 | State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 1 | Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 33,000,000 | 32,000,000 |
Fair value, measurements, recurring | Level 1 | Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 425,000,000 | 438,000,000 |
Fair value, measurements, recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,568,000,000 | 2,715,000,000 |
Fair value, measurements, recurring | Level 2 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 104,000,000 | 117,000,000 |
Fair value, measurements, recurring | Level 2 | State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 590,000,000 | 615,000,000 |
Fair value, measurements, recurring | Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 1,420,000,000 | 1,533,000,000 |
Fair value, measurements, recurring | Level 2 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 55,000,000 | 58,000,000 |
Fair value, measurements, recurring | Level 2 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 110,000,000 | 109,000,000 |
Fair value, measurements, recurring | Level 2 | Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 289,000,000 | 283,000,000 |
Fair value, measurements, recurring | Level 2 | Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 0 | 0 |
Fair value, measurements, recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Fair value, measurements, recurring | Level 3 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 3 | State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed maturity securities available for sale | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | 0 | 0 |
Fair value, measurements, recurring | Level 3 | Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities available for sale, at fair value | $ 0 | $ 0 |
Investments - Available for Sal
Investments - Available for Sale Securities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | $ 2,279 | $ 2,432 |
Total | 2,259 | |
Available-for-sale Securities | ||
Total assets | 3,026 | 3,185 |
Cost basis | 2,867 | 3,056 |
Unrealized gains | 171 | 147 |
Unrealized losses | (12) | (18) |
U.S. government and agencies | ||
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | 104 | 117 |
Total | 103 | 117 |
Unrealized gains | 1 | 0 |
Unrealized losses | 0 | 0 |
State and political subdivisions | ||
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | 590 | 615 |
Total | 580 | 607 |
Unrealized gains | 10 | 9 |
Unrealized losses | 0 | (1) |
Corporate debt securities | ||
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | 1,420 | 1,533 |
Total | 1,407 | 1,524 |
Unrealized gains | 16 | 15 |
Unrealized losses | (3) | (6) |
Mortgage-backed/asset-backed securities | ||
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | 55 | 58 |
Total | 53 | 56 |
Unrealized gains | 2 | 2 |
Unrealized losses | 0 | 0 |
Foreign government bonds | ||
Available-for-sale Debt Securities | ||
Fixed maturity securities available for sale | 110 | 109 |
Total | 116 | 117 |
Unrealized gains | 0 | 0 |
Unrealized losses | (6) | (8) |
Preferred stock available for sale | ||
Available-for-sale Equity Securities | ||
Equity securities available for sale, at fair value | 322 | 315 |
Cost basis | 312 | 312 |
Unrealized gains | 11 | 6 |
Unrealized losses | (1) | (3) |
Equity securities available for sale | ||
Available-for-sale Equity Securities | ||
Equity securities available for sale, at fair value | 425 | 438 |
Cost basis | 296 | 323 |
Unrealized gains | 131 | 115 |
Unrealized losses | $ (2) | $ 0 |
Investments - Maturity of Fixed
Investments - Maturity of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Amortized Cost | ||
One year or less | $ 660 | |
After one year through five years | 1,466 | |
After five years through ten years | 71 | |
After ten years | 9 | |
Mortgage-backed/asset-backed securities | 53 | |
Total | $ 2,259 | |
Amortized Cost, Percent of Total | ||
One year or less | 29.00% | |
After one year through five years | 66.00% | |
After five years through ten years | 3.00% | |
After ten years | 0.00% | |
Mortgage-backed/asset-backed securities | 2.00% | |
Total | 100.00% | |
Fair Value | ||
One year or less | $ 659 | |
After one year through five years | 1,484 | |
After five years through ten years | 72 | |
After ten years | 9 | |
Mortgage-backed/asset-backed securities | 55 | |
Total | $ 2,279 | $ 2,432 |
Fair Value, Percent of Total | ||
One year or less | 29.00% | |
After one year through five years | 66.00% | |
After five years through ten years | 3.00% | |
After ten years | 0.00% | |
Mortgage-backed/asset-backed securities | 2.00% | |
Total | 100.00% |
Investments - Securities in a C
Investments - Securities in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value | ||
Less than 12 Months | $ 551 | $ 657 |
12 Months or Longer | 14 | 73 |
Total | 565 | 730 |
Unrealized Losses | ||
Less than 12 Months | (9) | (11) |
12 Months or Longer | (3) | (7) |
Total | (12) | (18) |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 396 | 410 |
12 Months or Longer | 0 | 11 |
Total | 396 | 421 |
Unrealized Losses | ||
Less than 12 Months | (3) | (4) |
12 Months or Longer | 0 | (2) |
Total | (3) | (6) |
State and political subdivisions | ||
Fair Value | ||
Less than 12 Months | 107 | |
12 Months or Longer | 0 | |
Total | 107 | |
Unrealized Losses | ||
Less than 12 Months | (1) | |
12 Months or Longer | 0 | |
Total | (1) | |
Foreign government bonds | ||
Fair Value | ||
Less than 12 Months | 86 | 85 |
12 Months or Longer | 14 | 20 |
Total | 100 | 105 |
Unrealized Losses | ||
Less than 12 Months | (3) | (4) |
12 Months or Longer | (3) | (4) |
Total | (6) | (8) |
Preferred stock available for sale | ||
Fair Value | ||
Less than 12 Months | 29 | 55 |
12 Months or Longer | 0 | 42 |
Total | 29 | 97 |
Unrealized Losses | ||
Less than 12 Months | (1) | (2) |
12 Months or Longer | 0 | (1) |
Total | (1) | $ (3) |
Equity securities available for sale | ||
Fair Value | ||
Less than 12 Months | 40 | |
12 Months or Longer | 0 | |
Total | 40 | |
Unrealized Losses | ||
Less than 12 Months | (2) | |
12 Months or Longer | 0 | |
Total | $ (2) |
Investments - Textuals (Details
Investments - Textuals (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |||
Impairment losses, investments | $ 0 | $ 3,000,000 | |
Amount held in fixed maturity securities for which an other-than-temporary impairment had been previously recognized | 0 | $ 7,000,000 | |
Schedule of Equity Method Investments [Line Items] | |||
Fixed maturity securities available for sale | 2,279,000,000 | 2,432,000,000 | |
Equity in (losses) earnings of unconsolidated affiliates | (2,000,000) | 2,000,000 | |
Corporate debt securities | |||
Schedule of Equity Method Investments [Line Items] | |||
Fixed maturity securities available for sale | 1,420,000,000 | 1,533,000,000 | |
Ceridian | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in (losses) earnings of unconsolidated affiliates | (4,000,000) | (3,000,000) | |
Ceridian | Corporate debt securities | Equity Method Investee | |||
Schedule of Equity Method Investments [Line Items] | |||
Fixed maturity securities available for sale | 31,000,000 | $ 30,000,000 | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in (losses) earnings of unconsolidated affiliates | $ 2,000,000 | $ 5,000,000 |
Investments - Realized Gains an
Investments - Realized Gains and Losses and Proceeds on Investments and Other Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Investments in unconsolidated affiliates | ||
Net Realized Gains (Losses) | $ (3) | |
Gross Proceeds from Sale/Maturity | 0 | |
Loss on debt conversions and debt refinancing | $ (4) | |
Other assets | ||
Net Realized Gains (Losses) | (2) | (3) |
Gross Proceeds from Sale/Maturity | 0 | 0 |
Total | ||
Net Realized Gains (Losses) | (1) | (6) |
Gross Proceeds from Sale/Maturity | 268 | 158 |
Fixed maturity securities available for sale | ||
Available-for-sale Securities | ||
Gross Realized Gains | 3 | 1 |
Gross Realized Losses | (3) | 0 |
Net Realized Gains (Losses) | 0 | 1 |
Gross Proceeds from Sale/Maturity | 236 | 158 |
Equity securities available for sale | ||
Available-for-sale Securities | ||
Gross Realized Gains | 5 | 0 |
Gross Realized Losses | 0 | (1) |
Net Realized Gains (Losses) | 5 | (1) |
Gross Proceeds from Sale/Maturity | $ 32 | $ 0 |
Investments - Investments in Un
Investments - Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 578 | $ 558 |
Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Current Ownership | 33.00% | |
Investments in unconsolidated affiliates | $ 367 | 371 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 211 | $ 187 |
Investments - Schedule of Equit
Investments - Schedule of Equity Method Investments - Balance Sheet (Details) - Ceridian - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Total current assets before customer funds | $ 295 | $ 343 |
Customer funds | 4,624 | 3,703 |
Goodwill and other intangible assets, net | 2,290 | 2,291 |
Other assets | 88 | 90 |
Total assets | 7,297 | 6,427 |
Current liabilities before customer obligations | 147 | 201 |
Customer obligations | 4,612 | 3,692 |
Long-term obligations, less current portion | 1,139 | 1,140 |
Other long-term liabilities | 295 | 301 |
Total liabilities | 6,193 | 5,334 |
Equity | 1,104 | 1,093 |
Total liabilities and equity | $ 7,297 | $ 6,427 |
Investments - Schedule of Equ38
Investments - Schedule of Equity Method Investments - Income Statement (Details) - Ceridian - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 187 | $ 197 |
Loss before income taxes | (9) | (14) |
Net loss | $ (11) | $ (10) |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Aug. 28, 2012 | Aug. 02, 2011 | May 05, 2010 | |
Debt Instrument [Line Items] | |||||
Notes payable | $ 2,722 | $ 2,746 | |||
Other | |||||
Debt Instrument [Line Items] | |||||
Notes payable | 24 | 19 | |||
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 | Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 397 | 397 | |||
Stated interest rate | 5.50% | 5.50% | |||
Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 247 | 291 | |||
Stated interest rate | 4.25% | 4.25% | |||
Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 | Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 300 | 300 | |||
Stated interest rate | 6.60% | 6.60% | |||
Revolving Credit Facility, unsecured, unused portion of $800, due July 2018 with interest payable monthly at LIBOR 1.45% | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ (3) | (3) | |||
Unused portion | $ 800 | ||||
Revolving Credit Facility, unsecured, unused portion of $800, due July 2018 with interest payable monthly at LIBOR 1.45% | Line of Credit | Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.45% | ||||
Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023 | Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.75% | ||||
Unsecured Black Knight InfoServ notes, including premium, interest payable semi-annually at 5.75%, due April 2023 | Unsecured Notes | Black Knight Financial Services, Inc. | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 401 | 401 | |||
Black Knight Facility | Line of Credit | Revolving Credit Facility | Black Knight Financial Services, Inc. | |||||
Debt Instrument [Line Items] | |||||
Notes payable | 47 | 46 | |||
Unused portion | $ 350 | ||||
Black Knight Facility | Line of Credit | Revolving Credit Facility | Black Knight Financial Services, Inc. | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Interest rate at period end | 3.00% | ||||
Black Knight Facility | Line of Credit | Term A Facility | Black Knight Financial Services, Inc. | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 723 | 733 | |||
Black Knight Facility | Line of Credit | Term A Facility | Black Knight Financial Services, Inc. | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Interest rate at period end | 3.00% | ||||
Black Knight Facility | Line of Credit | Term B Facility | Black Knight Financial Services, Inc. | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 340 | 341 | |||
Black Knight Facility | Line of Credit | Term B Facility | Black Knight Financial Services, Inc. | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Interest rate at period end | 3.25% | ||||
ABRH Term Loan and Credit Facility Due August 2019 | Line of Credit | American Blue Ribbon Holdings | |||||
Debt Instrument [Line Items] | |||||
Unused portion | $ 35 | ||||
ABRH Term Loan and Credit Facility Due August 2019 | Line of Credit | Revolving Credit Facility | American Blue Ribbon Holdings | |||||
Debt Instrument [Line Items] | |||||
Notes payable | 9 | 0 | |||
Unused portion | $ 35 | ||||
ABRH Term Loan and Credit Facility Due August 2019 | Line of Credit | Revolving Credit Facility | American Blue Ribbon Holdings | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Interest rate at period end | 5.75% | ||||
ABRH Term Loan and Credit Facility Due August 2019 | Line of Credit | Term Loan | American Blue Ribbon Holdings | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 90 | 92 | |||
ABRH Term Loan and Credit Facility Due August 2019 | Line of Credit | Term Loan | American Blue Ribbon Holdings | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
Interest rate at period end | 3.73% | ||||
OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% (4.19% at March 31, 2017) | Line of Credit | Revolving Credit Facility | Digital Insurance | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 147 | $ 129 | |||
Unused portion | $ 50 | ||||
OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% (4.19% at March 31, 2017) | Line of Credit | Revolving Credit Facility | Digital Insurance | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate at period end | 4.19% | ||||
OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% (4.19% at March 31, 2017) | Line of Credit | Revolving Credit Facility | Digital Insurance | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
OneDigital Revolving Credit Facility, unused portion of $50, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% (4.19% at March 31, 2017) | Line of Credit | Revolving Credit Facility | Digital Insurance | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) $ in Millions | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 3,087 |
Excess fair value over carrying value of long-term debt | 346 |
Debt issuance costs, net | 19 |
Level 2 | Unsecured Notes | |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 1,688 |
Notes Payable - Black Knight Cr
Notes Payable - Black Knight Credit Agreement (Details) - USD ($) shares in Millions | Apr. 26, 2017 | Feb. 27, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | May 27, 2015 |
Line of Credit Facility [Line Items] | |||||
Outstanding debt | $ 2,722,000,000 | $ 2,746,000,000 | |||
Line of Credit | Black Knight Financial Services Credit Agreement | Intercompany Eliminations | Term Loan B | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding debt | 49,000,000 | ||||
Black Knight Financial Services, LLC | Line of Credit | Black Knight Financial Services Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility | $ 1,600,000,000 | ||||
Outstanding debt | $ 1,110,000,000 | ||||
Black Knight Financial Services, LLC | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan B | |||||
Line of Credit Facility [Line Items] | |||||
Number of shares owned (in shares) | 83.3 | ||||
Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A | |||||
Line of Credit Facility [Line Items] | |||||
Increase in aggregate principal amount | $ 300,000,000 | ||||
Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility | 500,000,000 | ||||
Increase in aggregate principal amount | $ 100,000,000 | ||||
Reduction of unused commitment fee | 0.05% | ||||
Base Rate | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Reduction of pricing applicable to the loans, in basis points | 0.25% | ||||
Eurodollar | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Floor on variable rate | 0.00% | ||||
LIBOR | Black Knight Financial Services, LLC | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan B | |||||
Line of Credit Facility [Line Items] | |||||
Floor on variable rate | 0.75% | ||||
Maximum | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 1,030,000,000 | ||||
Maximum | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee | 0.30% | ||||
Maximum | Base Rate | Black Knight Financial Services, LLC | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan B | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Maximum | Base Rate | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Maximum | Eurodollar | Black Knight Financial Services, LLC | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan B | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Maximum | Eurodollar | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Minimum | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee | 0.15% | ||||
Minimum | Base Rate | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.25% | ||||
Minimum | Eurodollar | Black Knight Financial Services, LLC | Subsequent Event | Line of Credit | Black Knight Financial Services Credit Agreement | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% |
Notes Payable - Digital Insuran
Notes Payable - Digital Insurance (Details) - USD ($) | Mar. 31, 2017 | Mar. 17, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Notes payable | $ 2,722,000,000 | $ 2,746,000,000 | |
Digital Insurance | Revolving Credit Facility | Line of Credit | OneDigital Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility | $ 200,000,000 | 160,000,000 | |
Notes payable | 147,000,000 | $ 129,000,000 | |
Remaining borrowing capacity | $ 50,000,000 |
Notes Payable - ABRH Credit Fac
Notes Payable - ABRH Credit Facility (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Notes payable | $ 2,722 | $ 2,746 |
American Blue Ribbon Holdings | Line of Credit | American Blue Ribbon Holdings Credit Facility Due August 2019 | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | 16 | |
Remaining borrowing capacity | 35 | |
American Blue Ribbon Holdings | Term Loan | Line of Credit | American Blue Ribbon Holdings Credit Facility Due August 2019 | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 90 | $ 92 |
Notes Payable - Lender Processi
Notes Payable - Lender Processing Services (Details) - Unsecured Notes - 5.75% Senior Notes due in 2023 - USD ($) | Apr. 26, 2017 | Mar. 31, 2017 | Jan. 02, 2014 |
Debt Instrument [Line Items] | |||
Stated interest rate | 5.75% | ||
Lender Processing Services Acquisition | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 600,000,000 | ||
Stated interest rate | 5.75% | ||
Lender Processing Services Acquisition | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 104.825% | ||
Payment of accrued interest | $ 1,000,000 |
Notes Payable - Credit Agreemen
Notes Payable - Credit Agreement (Details) - USD ($) | Apr. 27, 2017 | Mar. 31, 2017 | Jun. 25, 2013 |
Debt Instrument [Line Items] | |||
Outstanding balance | $ 2,741,000,000 | ||
Unamortized debt issuance costs | 19,000,000 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | |||
Debt Instrument [Line Items] | |||
Line of credit facility | $ 800,000,000 | ||
Outstanding balance | 0 | ||
Unamortized debt issuance costs | $ 3,000,000 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.45% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.15% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.40% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | Federal funds rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | One-month LIBOR | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.00% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | One-month LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.10% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | One-month LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.60% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | LIBOR | Debt ratings of BBB | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.40% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.10% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due July 2018 | Subsequent Event | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.60% | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility Due April 2022 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Term of credit facility | 5 years |
Notes Payable - FNF 5.50% Notes
Notes Payable - FNF 5.50% Notes (Details) - Unsecured Notes - Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 - USD ($) | Mar. 31, 2017 | Aug. 28, 2012 |
Debt Instrument [Line Items] | ||
Amount of debt instrument | $ 400,000,000 | |
Stated interest rate | 5.50% | 5.50% |
Notes Payable - 4.25% Convertib
Notes Payable - 4.25% Convertible Senior Notes (Details) - Convertible Notes - Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 - USD ($) | Oct. 01, 2013 | Mar. 31, 2017 | Aug. 02, 2011 |
Debt Instrument [Line Items] | |||
Amount of debt instrument | $ 300,000,000 | ||
Stated interest rate | 4.25% | 4.25% | |
If-converted percentage in excess of price | 130.00% | ||
Repurchased notes face amount | $ 47,000,000 | ||
Amount of debt repurchased | $ 104,000,000 |
Notes Payable - 6.60% Notes (De
Notes Payable - 6.60% Notes (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | May 05, 2010 |
Debt Instrument [Line Items] | |||
Notes payable | $ 2,722,000,000 | $ 2,746,000,000 | |
Unsecured Notes | Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 300,000,000 | $ 300,000,000 | |
Amount of debt instrument | $ 300,000,000 | ||
Stated interest rate | 6.60% | 6.60% |
Notes Payable - Maturities of L
Notes Payable - Maturities of Long Term Debt (Details) $ in Millions | Mar. 31, 2017USD ($) |
Gross principal maturities of notes payable at March 31, 2017 are as follows (in millions): | |
2017 (remaining) | $ 369 |
2,018 | 345 |
2,019 | 189 |
2,020 | 706 |
2,021 | 4 |
Thereafter | 1,128 |
Total Long Term Debt | $ 2,741 |
Commitments and Contingencies -
Commitments and Contingencies - Textuals (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for legal and regulatory matters | $ 3 | $ 69 |
Thomas H. Lee Partners, LP and Affiliates | ServiceLink Holdings, LLC | ||
Loss Contingencies [Line Items] | ||
Payment to settle all remaining obligations | $ 65 |
Commitments and Contingencies51
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Millions | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2017 (remaining) | $ 174 |
2,018 | 187 |
2,019 | 156 |
2,020 | 120 |
2,021 | 87 |
Thereafter | 220 |
Total future minimum operating lease payments | $ 944 |
Dividends (Details)
Dividends (Details) | May 03, 2017$ / shares |
Subsequent Event | FNF Group Common Stock | |
Dividends Payable [Line Items] | |
Common stock dividends declared (in usd per share) | $ 0.25 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Title premiums | $ 1,048 | $ 952 | |
Other revenues | 868 | 779 | |
Restaurant revenues | 273 | 293 | |
Revenues from external customers | 2,189 | 2,024 | |
Interest and investment income, including realized gains and losses | 28 | 24 | |
Total revenues | 2,217 | 2,048 | |
Depreciation and amortization | 112 | 100 | |
Interest expense | 35 | 34 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 161 | 131 | |
Income tax expense (benefit) | 78 | 49 | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 83 | 82 | |
Equity in (losses) earnings of unconsolidated affiliates | (2) | 2 | |
Earnings (loss) from continuing operations | 81 | 84 | |
Assets | 14,178 | 13,943 | $ 14,463 |
Goodwill | 5,085 | 4,766 | $ 5,065 |
Operating Segments | Total FNF Group | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 1,048 | 952 | |
Other revenues | 819 | 741 | |
Restaurant revenues | 0 | 0 | |
Revenues from external customers | 1,867 | 1,693 | |
Interest and investment income, including realized gains and losses | 22 | 26 | |
Total revenues | 1,889 | 1,719 | |
Depreciation and amortization | 96 | 85 | |
Interest expense | 31 | 31 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 160 | 130 | |
Income tax expense (benefit) | 80 | 50 | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 80 | 80 | |
Equity in (losses) earnings of unconsolidated affiliates | 2 | 3 | |
Earnings (loss) from continuing operations | 82 | 83 | |
Assets | 12,755 | 12,533 | |
Goodwill | 4,869 | 4,579 | |
Operating Segments | Total FNF Group | Title | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 1,048 | 952 | |
Other revenues | 496 | 466 | |
Restaurant revenues | 0 | 0 | |
Revenues from external customers | 1,544 | 1,418 | |
Interest and investment income, including realized gains and losses | 26 | 29 | |
Total revenues | 1,570 | 1,447 | |
Depreciation and amortization | 38 | 35 | |
Interest expense | 0 | 0 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 151 | 121 | |
Income tax expense (benefit) | 78 | 45 | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 73 | 76 | |
Equity in (losses) earnings of unconsolidated affiliates | 2 | 3 | |
Earnings (loss) from continuing operations | 75 | 79 | |
Assets | 8,264 | 8,668 | |
Goodwill | 2,347 | 2,310 | |
Operating Segments | Total FNF Group | Black Knight | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 258 | 242 | |
Restaurant revenues | 0 | 0 | |
Revenues from external customers | 258 | 242 | |
Interest and investment income, including realized gains and losses | (2) | 0 | |
Total revenues | 256 | 242 | |
Depreciation and amortization | 53 | 48 | |
Interest expense | 16 | 16 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 41 | 41 | |
Income tax expense (benefit) | 13 | 14 | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 28 | 27 | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | |
Earnings (loss) from continuing operations | 28 | 27 | |
Assets | 3,729 | 3,645 | |
Goodwill | 2,307 | 2,224 | |
Operating Segments | Total FNF Group | FNF Group Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 65 | 33 | |
Restaurant revenues | 0 | 0 | |
Revenues from external customers | 65 | 33 | |
Interest and investment income, including realized gains and losses | (2) | (3) | |
Total revenues | 63 | 30 | |
Depreciation and amortization | 5 | 2 | |
Interest expense | 15 | 15 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (32) | (32) | |
Income tax expense (benefit) | (11) | (9) | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | (21) | (23) | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | |
Earnings (loss) from continuing operations | (21) | (23) | |
Assets | 762 | 220 | |
Goodwill | 215 | 45 | |
Operating Segments | Total FNFV | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 49 | 38 | |
Restaurant revenues | 273 | 293 | |
Revenues from external customers | 322 | 331 | |
Interest and investment income, including realized gains and losses | 6 | (2) | |
Total revenues | 328 | 329 | |
Depreciation and amortization | 16 | 15 | |
Interest expense | 4 | 3 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 1 | 1 | |
Income tax expense (benefit) | (2) | (1) | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 3 | 2 | |
Equity in (losses) earnings of unconsolidated affiliates | (4) | (1) | |
Earnings (loss) from continuing operations | (1) | 1 | |
Assets | 1,423 | 1,410 | |
Goodwill | 216 | 187 | |
Operating Segments | Total FNFV | Restaurant Group | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 0 | 0 | |
Restaurant revenues | 273 | 293 | |
Revenues from external customers | 273 | 293 | |
Interest and investment income, including realized gains and losses | 0 | (3) | |
Total revenues | 273 | 290 | |
Depreciation and amortization | 11 | 10 | |
Interest expense | 2 | 1 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (4) | 0 | |
Income tax expense (benefit) | 0 | 0 | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | (4) | 0 | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | |
Earnings (loss) from continuing operations | (4) | 0 | |
Assets | 487 | 491 | |
Goodwill | 101 | 101 | |
Operating Segments | Total FNFV | FNFV Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 49 | 38 | |
Restaurant revenues | 0 | 0 | |
Revenues from external customers | 49 | 38 | |
Interest and investment income, including realized gains and losses | 6 | 1 | |
Total revenues | 55 | 39 | |
Depreciation and amortization | 5 | 5 | |
Interest expense | 2 | 2 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 5 | 1 | |
Income tax expense (benefit) | (2) | (1) | |
Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates | 7 | 2 | |
Equity in (losses) earnings of unconsolidated affiliates | (4) | (1) | |
Earnings (loss) from continuing operations | 3 | 1 | |
Assets | 936 | 919 | |
Goodwill | $ 115 | $ 86 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - FNF Ventures Segment | Dec. 31, 2016 |
American Blue Ribbon Holdings | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 55.00% |
Digital Insurance | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 96.00% |
Supplemental Cash Flow Inform55
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 30 | $ 29 |
Income taxes | 14 | 46 |
Investing activities: | ||
Change in proceeds of sales of investments available for sale receivable in period | (9) | 25 |
Change in purchases of investments available for sale payable in period | 1 | 3 |
Financing activities: | ||
Change in treasury stock purchases payable in period | 0 | (1) |
Accrual for unsettled debt service payments related to the Notes | 9 | 0 |
Accrual for the equity portion of unsettled repurchases of the Notes | $ 12 | $ 0 |