Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q2 |
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 Common Stock | |
Entity Common Stock, Shares Outstanding | 272,833,047 |
FNFV Group Common Stock | |
Entity Common Stock, Shares Outstanding | 65,121,022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Investments: | ||
Fixed maturity securities available for sale, at fair value, at June 30, 2017 and December 31, 2016 includes pledged fixed maturity securities of $351 and $332, respectively, related to secured trust deposits | $ 2,182 | $ 2,432 |
Investments in unconsolidated affiliates | 574 | 558 |
Other long-term investments | 62 | 54 |
Short-term investments, at June 30, 2017 and December 31, 2016 includes short-term investments of $19 and $212, respectively, related to secured trust deposits | 532 | 487 |
Total investments | 4,114 | 4,284 |
Cash and cash equivalents, at June 30, 2017 and December 31, 2016 includes $537 and $331, respectively, of pledged cash related to secured trust deposits | 1,441 | 1,323 |
Trade and notes receivables, net of allowance of $24 and $26, at June 30, 2017 and December 31, 2016, respectively | 547 | 531 |
Goodwill | 5,007 | 5,065 |
Prepaid expenses and other assets | 685 | 639 |
Capitalized software, net | 560 | 580 |
Other intangible assets, net | 859 | 1,030 |
Title plants | 395 | 395 |
Property and equipment, net | 594 | 616 |
Total assets | 14,202 | 14,463 |
Liabilities: | ||
Accounts payable and accrued liabilities | 1,294 | 1,434 |
Notes payable | 2,438 | 2,746 |
Reserve for title claim losses | 1,492 | 1,487 |
Secured trust deposits | 892 | 860 |
Income taxes payable | 190 | 65 |
Deferred tax liability | 633 | 629 |
Total liabilities | 6,939 | 7,221 |
Commitments and Contingencies: | ||
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 | 4,637 | 4,848 |
Retained earnings | 2,016 | 1,784 |
Accumulated other comprehensive earnings (loss) | 31 | (13) |
Less: treasury stock, 28,298,339 shares as of June 30, 2017 and 27,001,492 shares as of December 31, 2016, at cost | (643) | (623) |
Total Fidelity National Financial, Inc. shareholders’ equity | 6,041 | 5,996 |
Non-controlling interests | 878 | 902 |
Total equity | 6,919 | 6,898 |
Total liabilities, redeemable non-controlling interest and equity | 14,202 | 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: | ||
Available for sale, at fair value | 323 | 315 |
Equity securities available for sale | ||
Investments: | ||
Available for sale, at fair value | $ 441 | $ 438 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Pledged fixed maturity securities | $ 351 | $ 332 |
Short term investments, secured trust deposits | 19 | 212 |
Pledged cash, secured trust deposits | 537 | 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) | 28,298,339 | 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) | 272,833,047 | 272,205,261 |
Common stock issued (in shares) | 285,670,733 | 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) | 65,121,022 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Direct title insurance premiums | $ 575 | $ 540 | $ 1,040 | $ 962 |
Agency title insurance premiums | 726 | 691 | 1,309 | 1,221 |
Escrow, title-related and other fees | 1,008 | 907 | 1,876 | 1,686 |
Restaurant revenue | 288 | 292 | 561 | 585 |
Interest and investment income | 34 | 37 | 63 | 67 |
Realized gains and losses, net | 256 | 15 | 255 | 9 |
Total revenues | 2,887 | 2,482 | 5,104 | 4,530 |
Expenses: | ||||
Personnel costs | 788 | 707 | 1,503 | 1,359 |
Agent commissions | 558 | 526 | 1,004 | 928 |
Other operating expenses | 558 | 493 | 1,018 | 925 |
Cost of restaurant revenue | 249 | 245 | 485 | 490 |
Depreciation and amortization | 110 | 102 | 222 | 202 |
Provision for title claim losses | 65 | 68 | 117 | 120 |
Interest expense | 29 | 33 | 64 | 67 |
Total expenses | 2,357 | 2,174 | 4,413 | 4,091 |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 530 | 308 | 691 | 439 |
Income tax expense | 226 | 101 | 304 | 150 |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 304 | 207 | 387 | 289 |
Equity in (losses) earnings of unconsolidated affiliates | (2) | (1) | (4) | 1 |
Earnings (loss) from continuing operations | 302 | 206 | 383 | 290 |
Less: Net earnings attributable to non-controlling interests | 6 | 9 | 15 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 9 | 9 | 17 | 19 |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 296 | 197 | 368 | 271 |
FNF Group Common Stock | ||||
Expenses: | ||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 175 | $ 187 | $ 246 | $ 260 |
Basic | ||||
Net earnings per share (in usd per share) | $ 0.65 | $ 0.69 | $ 0.91 | $ 0.95 |
Diluted | ||||
Net earnings per share (in usd per share) | $ 0.63 | $ 0.67 | $ 0.88 | $ 0.93 |
Weighted average shares outstanding, basic basis (in shares) | 271 | 272 | 271 | 273 |
Weighted average shares outstanding, diluted basis (in shares) | 277 | 281 | 278 | 281 |
Cash dividends paid per share (in usd per share) FNF Group common stock | $ 0.25 | $ 0.21 | $ 0.5 | $ 0.42 |
FNFV Group Common Stock | ||||
Expenses: | ||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 121 | $ 10 | $ 122 | $ 11 |
Basic | ||||
Net earnings per share (in usd per share) | $ 1.83 | $ 0.15 | $ 1.85 | $ 0.16 |
Diluted | ||||
Net earnings per share (in usd per share) | $ 1.81 | $ 0.14 | $ 1.79 | $ 0.15 |
Weighted average shares outstanding, basic basis (in shares) | 66 | 67 | 66 | 69 |
Weighted average shares outstanding, diluted basis (in shares) | 67 | 70 | 68 | 71 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings | $ 302 | $ 206 | $ 383 | $ 290 | |
Other comprehensive earnings (loss): | |||||
Unrealized gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 13 | 25 | 25 | 46 |
Unrealized gain on investments in unconsolidated affiliates | [2] | 4 | 2 | 11 | 15 |
Unrealized gain on foreign currency translation | [3] | 4 | 1 | 6 | 5 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [4] | (1) | 2 | 2 | 2 |
Other comprehensive earnings | 20 | 30 | 44 | 68 | |
Comprehensive earnings | 322 | 236 | 427 | 358 | |
Less: Comprehensive earnings attributable to non-controlling interests | 9 | 9 | 17 | 19 | |
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 313 | 227 | 410 | 339 | |
FNF Group Common Stock | |||||
Other comprehensive earnings (loss): | |||||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 190 | 219 | 287 | 318 | |
FNFV Group Common Stock | |||||
Other comprehensive earnings (loss): | |||||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | $ 123 | $ 8 | $ 123 | $ 21 | |
[1] | Net of income tax expense of $8 million and $16 million for the three-month periods ended June 30, 2017 and 2016, respectively, and $16 million and $29 million for the six-month periods ended June 30, 2017 and 2016, respectively. | ||||
[2] | Net of income tax expense of $3 million and $1 million for the three-month periods ended June 30, 2017 and 2016, respectively, and $7 million and $9 million for the six-month periods ended June 30, 2017 and 2016, respectively. | ||||
[3] | Net of income tax expense of $3 million and $1 million for the three-month periods ended June 30, 2017 and 2016, respectively, and $3 million for the six-month periods ended June 30, 2017 and 2016. | ||||
[4] | Net of income tax (benefit) expense of less than $(1) million and $1 million for the three-month periods June 30, 2017 and 2016, respectively, and $1 million for the six-month periods ended June 30, 2017 and 2016. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on investments and other financial instruments, tax expenses | $ 8 | $ 16 | $ 16 | $ 29 |
Unrealized gain on investments in unconsolidated affiliates tax expense | 3 | 1 | 7 | 9 |
Unrealized loss (gain) foreign currency translation, tax expense | 3 | 1 | 3 | 3 |
Reclassification adjustment net of tax (benefit) | $ (1) | $ 1 | $ 1 | $ 1 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Equity - 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 StockCommon Stock | FNFV Group Common StockCommon Stock | |
Beginning balance (in shares) at Dec. 31, 2015 | 15 | 282 | 81 | ||||||
Beginning balance at Dec. 31, 2015 | $ 6,588 | $ 4,795 | $ 1,374 | $ (69) | $ (346) | $ 834 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 2 | ||||||||
Exercise of stock options | 12 | 12 | |||||||
Treasury stock repurchased (in shares) | 9 | ||||||||
Treasury stock repurchased | (200) | $ (200) | |||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments | 44 | 46 | (2) | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 15 | [1] | 15 | ||||||
Other comprehensive earnings — unrealized gain on foreign currency translation | 5 | [2] | 5 | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | 2 | [3] | 2 | ||||||
Stock-based compensation | 29 | 19 | 10 | ||||||
Dividends declared | (115) | (115) | |||||||
Acquisitions of non-controlling interests | 2 | 2 | |||||||
Subsidiary dividends declared to non-controlling interests | (3) | (3) | |||||||
Net earnings | 290 | 271 | 19 | ||||||
Ending balance (in shares) at Jun. 30, 2016 | 24 | 284 | 81 | ||||||
Ending balance at Jun. 30, 2016 | 6,669 | 4,826 | 1,530 | (1) | $ (546) | 860 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2015 | 344 | ||||||||
Ending balance at Jun. 30, 2016 | 344 | ||||||||
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 (in shares) | 1 | ||||||||
Exercise of stock options | 16 | 16 | |||||||
Treasury stock repurchased (in shares) | 1 | ||||||||
Treasury stock repurchased | (20) | $ (20) | |||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments | 27 | 25 | 2 | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 11 | [1] | 11 | ||||||
Other comprehensive earnings — unrealized gain on foreign currency translation | 6 | [2] | 6 | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | 2 | [3] | 2 | ||||||
Black Knight repurchases of BKFS stock | (47) | (47) | |||||||
Stock-based compensation | 24 | 17 | 7 | ||||||
Dividends declared | (136) | (136) | |||||||
Sale of OneDigital | (6) | (6) | |||||||
Acquisitions of non-controlling interests | 9 | 9 | |||||||
Equity portion of debt conversions settled in cash | (244) | (244) | |||||||
Subsidiary dividends declared to non-controlling interests | (4) | (4) | |||||||
Net earnings | 383 | 368 | 15 | ||||||
Ending balance (in shares) at Jun. 30, 2017 | 28 | 286 | 81 | ||||||
Ending balance at Jun. 30, 2017 | 6,919 | $ 4,637 | $ 2,016 | $ 31 | $ (643) | $ 878 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2016 | 344 | ||||||||
Ending balance at Jun. 30, 2017 | $ 344 | ||||||||
[1] | Net of income tax expense of $3 million and $1 million for the three-month periods ended June 30, 2017 and 2016, respectively, and $7 million and $9 million for the six-month periods ended June 30, 2017 and 2016, respectively. | ||||||||
[2] | Net of income tax expense of $3 million and $1 million for the three-month periods ended June 30, 2017 and 2016, respectively, and $3 million for the six-month periods ended June 30, 2017 and 2016. | ||||||||
[3] | Net of income tax (benefit) expense of less than $(1) million and $1 million for the three-month periods June 30, 2017 and 2016, respectively, and $1 million for the six-month periods ended June 30, 2017 and 2016. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net earnings | $ 383 | $ 290 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 222 | 202 |
Equity in losses (earnings) of unconsolidated affiliates | 4 | (1) |
Loss (gain) on sales of investments and other assets, net | 12 | (12) |
Gain on sale of OneDigital | (269) | 0 |
Impairment of assets | 2 | 3 |
Stock-based compensation cost | 24 | 29 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net change in pledged cash, pledged investments, and secured trust deposits | 0 | 3 |
Net increase in trade receivables | (30) | (31) |
Net increase in prepaid expenses and other assets | (65) | (43) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (98) | (81) |
Net increase in reserve for title claim losses | 5 | 7 |
Net change in income taxes | 101 | 8 |
Net cash provided by operating activities | 291 | 374 |
Cash flows from investing activities: | ||
Proceeds from sales of investment securities available for sale | 200 | 165 |
Proceeds from calls and maturities of investment securities available for sale | 283 | 214 |
Proceeds from the sale of cost method and other investments | 14 | 36 |
Additions to property and equipment and capitalized software | (89) | (180) |
Purchases of investment securities available for sale | (180) | (387) |
Net (purchases of) proceeds from short-term investment securities | (238) | 351 |
Purchases of other long-term investments | (2) | 0 |
Contributions to investments in unconsolidated affiliates | (47) | (130) |
Distributions from unconsolidated affiliates | 44 | 44 |
Net other investing activities | (3) | 6 |
Acquisition of eLynx Holdings, Inc., net of cash acquired | 0 | (115) |
Proceeds from the sale of OneDigital | 326 | 0 |
Other acquisitions/disposals of businesses, net of cash acquired | (83) | (104) |
Net cash provided by (used in) investing activities | 225 | (100) |
Cash flows from financing activities: | ||
Borrowings | 759 | 87 |
Debt service payments | (922) | (111) |
Black Knight treasury stock repurchases of BKFS stock | (47) | 0 |
Equity portion of debt conversions paid in cash | (243) | 0 |
Dividends paid | (136) | (115) |
Subsidiary dividends paid to non-controlling interest shareholders | (4) | (3) |
Exercise of stock options | 16 | 12 |
Payment of contingent consideration for prior period acquisitions | (11) | (1) |
Purchases of treasury stock | (16) | (201) |
Net cash used in financing activities | (604) | (332) |
Net decrease in cash and cash equivalents, excluding pledged cash related to secured trust deposits | (88) | (58) |
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 | $ 614 |
Basis of Financial Statements
Basis of Financial Statements | 6 Months Ended |
Jun. 30, 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 ("Chicago Title"), 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") and Ceridian HCM, Inc. ("Ceridian"). For information about our reportable segments refer to Note H Segment Information . Recent Developments On June 28, 2017, we signed a definitive agreement to acquire a majority ownership stake in Title Guaranty of Hawaii ("Title Guaranty"). Title Guaranty was previously an unaffiliated agent and will continue to be closely aligned with Chicago Title as it formally becomes part of the FNF title company family. Founded in 1896, Title Guaranty is the oldest title company in the State of Hawaii and is a leading provider of title and escrow services, with more than 300 employees in branches across the State of Hawaii providing title insurance and real estate closing services. Closing is contingent on regulatory clearance and is expected in the third quarter of 2017. On May 24, 2017, we entered into certain equity commitment letters (the “Equity Commitment Letters”) with CF Corporation, a Cayman Islands exempted company (“CFCOU”), relating to its plan of merger (the "Merger" or “Merger Agreement”), dated May 24, 2017, among CFCOU, Fidelity & Guaranty Life, a Delaware corporation (“FGL”), and the other parties thereto. Pursuant to the Equity Commitment Letters, the Company has committed (the "FNF Commitment"), on the terms and subject to the conditions set forth therein, at the closing under the Merger Agreement, to purchase, or cause the purchase of, equity of CFCOU for an aggregate cash purchase price equal to $235 million plus up to an aggregate of $195 million to offset any redemptions of CFCOU’s ordinary shares made in connection with its shareholder vote to approve the transaction. The cash purchase price of $235 million includes: (i) $135 million of ordinary shares of CFCOU for $10.00 per share, and (ii) $100 million of preferred shares, plus additional amounts, if any, pursuant to the Company’s commitment to offset a portion of the redemptions of CFCOU’s ordinary shares, if any, and warrants. Additionally, the Company has committed, on the terms and subject to the conditions set forth therein, at the Closing, to purchase, or cause the purchase of, equity of CFCOU for an aggregate cash purchase price equal to two-thirds (2/3) of the aggregate amount, if any, not funded by one or more purchasers under the forward purchase agreements between CFCOU, CF Capital Growth, LLC and the counterparties thereto at or prior to the closing of the Merger, up to an aggregate amount of $200 million . As consideration for the FNF Commitment and the agreements of the Company under the Equity Commitment Letters, the Company also entered into a fee letter agreement with CFCOU, dated May 24, 2017, pursuant to which CFCOU has agreed to pay to the Company the following fees at the closing of the Merger: (i) the original issue discount of $2 million in respect of the preferred shares; (ii) a commitment fee of $3 million ; (iii) penny warrants convertible, in the aggregate, for 1.2% of CFCOU’s ordinary shares (on a fully diluted basis); and (iv) if, and to the extent, any amount of the preferred equity under the Company’s backstop commitment is funded (the “Backstop Equity”), (x) a funding fee of 0.5% of the amount of the Backstop Equity that is funded, and (y) penny warrants attached to the Backstop Equity that are convertible, in the aggregate, for the result of (1) the proportion of the Backstop Equity that is funded, and (2) 1.5% of CFCOU’s ordinary shares (on a fully diluted basis). The Merger is expected to close in the fourth quarter of 2017, subject to the approval of the shareholders of CFCOU and FGL, and receipt of required regulatory approvals and other customary closing conditions. In addition to the Equity Commitment Letters and FNF Commitment, the Company holds $37 million of equity securities of CFCOU as of June 30, 2017. The Company’s non-executive Chairman, William P. Foley, II, is also the Co-Executive Chairman of CF Corporation. On May 22, 2017, FNF Group completed its acquisition of Hudson & Marshall, LLC ("H&M"), a full-service auction company and one of the nation's top real estate and property auction providers, for $53 million . FNF and H&M expect to partner to further enhance the services FNF can provide to its lender, servicer and real estate agent relationships. Additionally, H&M will be hosting ServiceLink Auction, a new, full-service auction platform that will be integrated with ServiceLink's suite of products and technologies. On May 5, 2017, we signed a definitive agreement to sell Digital Insurance, LLC ("OneDigital") for $560 million in an all-cash transaction. The sale was finalized on June 6, 2017. After repayment of debt, payout to option holders and a minority equity investor and other transaction related payments, FNFV Group received $331 million from the sale, which includes $326 million of cash and $5 million of purchase price holdback receivable. We recognized a pre-tax gain of $269 million on the sale which is included in Realized gains and losses, net on the Condensed Consolidated Statement of Earnings. We retained no ownership in OneDigital and have no continuing involvement with OneDigital as of the date of the sale. 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. Effective March 1, 2017, three of the Company’s title insurance underwriters, Fidelity National Title Insurance Company, Chicago Title Insurance Company and Commonwealth Land Title Insurance Company, redomesticated from their former states of domicile to Florida (the "Redomestication"). 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. On May 10, 2017 we received the private letter ruling from the Internal Revenue Service ("IRS") approving certain aspects relating to the Plan. The Plan is subject to the 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 or six months ended June 30, 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 no antidilutive options outstanding during the three or six-month periods ended June 30, 2017 . There were two million antidilutive options outstanding during the three and six months ended June 30, 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 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 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. During the second quarter, Black Knight continued its assessment with increased focus on more detailed contract reviews and further identification of data and disclosure requirements, including the effect on its processes, accounting system and design of internal controls. 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. As of June 30, 2017, we held equity and preferred securities available for sale with combined gross unrealized gains and (losses) of $162 million and $(5) million , respectively. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Insurance [Abstract] | |
Summary of Reserve for Claims Losses | Summary of Reserve for Claim Losses A summary of the reserve for claim losses follows: Six months ended June 30, 2017 2016 (Dollars in millions) Beginning balance $ 1,487 $ 1,583 Change in reinsurance recoverable (4 ) — Claim loss provision related to: Current year 113 114 Prior years 4 6 Total title claim loss provision 117 120 Claims paid, net of recoupments related to: Current year (2 ) (2 ) Prior years (106 ) (111 ) Total title claims paid, net of recoupments (108 ) (113 ) Ending balance of claim loss reserve for title insurance $ 1,492 $ 1,590 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016 , respectively: June 30, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 103 $ — $ 103 State and political subdivisions — 548 — 548 Corporate debt securities — 1,408 — 1,408 Mortgage-backed/asset-backed securities — 52 — 52 Foreign government bonds — 71 — 71 Preferred stock available for sale 41 282 — 323 Equity securities available for sale 441 — — 441 Total assets $ 482 $ 2,464 $ — $ 2,946 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 June 30, 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
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The carrying amounts and fair values of our available for sale securities at June 30, 2017 and December 31, 2016 are as follows: June 30, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 103 $ 103 $ — $ — $ 103 State and political subdivisions 548 538 10 — 548 Corporate debt securities 1,408 1,393 17 (2 ) 1,408 Mortgage-backed/asset-backed securities 52 51 1 — 52 Foreign government bonds 71 73 1 (3 ) 71 Preferred stock available for sale 323 308 15 — 323 Equity securities available for sale 441 299 147 (5 ) 441 Total $ 2,946 $ 2,765 $ 191 $ (10 ) $ 2,946 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 June 30, 2017 : June 30, 2017 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 639 30 % $ 641 29 % After one year through five years 1,392 65 1,410 65 After five years through ten years 68 3 70 3 After ten years 8 — 9 1 Mortgage-backed/asset-backed securities 51 2 52 2 Total $ 2,158 100 % $ 2,182 100 % 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 June 30, 2017 and December 31, 2016 , were as follows (in millions): June 30, 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 $ 410 $ (2 ) $ — $ — $ 410 $ (2 ) Foreign government bonds — — 14 (3 ) 14 (3 ) Equity securities available for sale 38 (5 ) — — 38 (5 ) Total temporarily impaired securities $ 448 $ (7 ) $ 14 $ (3 ) $ 462 $ (10 ) 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 $1 million in impairment charges relating to investments during the three and six-month periods ended June 30, 2017 relating to a fixed maturity security of an investee entering Chapter 11 bankruptcy which has exhibited a decreasing fair market value and from which we are uncertain of our ability to recover our initial investment. We recorded no impairment charges relating to investments during the three-month period ended June 30, 2016 . We recorded $3 million in impairment charges related to investments during the six-month period ended June 30, 2016 relating to an investment in an unconsolidated affiliate in which we determined the ability to recover our investment was unlikely. As of June 30, 2017 , we held $1 million in fixed maturity securities for which an other-than-temporary impairment had been previously recognized. As of December 31, 2016, we held $7 million in fixed maturity and equity securities for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our condensed consolidated financial statements. The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three- and six -month periods ended June 30, 2017 and 2016 , respectively: Three months ended June 30, 2017 Six months ended June 30, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ 1 $ (2 ) $ (1 ) $ 203 $ 4 $ (6 ) $ (2 ) $ 438 Preferred stock available for sale — — — 10 — — — 10 Equity securities available for sale — — — — 5 — 5 32 Gain on sale of OneDigital 269 331 269 331 Loss on debt conversions and debt refinancing (20 ) — (24 ) — Other long term investments 9 14 9 14 Other realized gains and losses, net (1 ) — (2 ) — Total $ 256 $ 558 $ 255 $ 825 Three months ended June 30, 2016 Six months ended June 30, 2016 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ 2 $ (1 ) $ 1 $ 191 $ 3 $ (1 ) $ 2 $ 349 Preferred stock available for sale 1 — 1 9 1 — — 1 9 Equity securities available for sale — — — — — — (1 ) (1 ) — Investments in unconsolidated affiliates — — (3 ) — Other long-term investments 15 36 15 36 Other assets (2 ) — (5 ) — Total $ 15 $ 236 $ 9 $ 394 Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of June 30, 2017 and December 31, 2016 , investments in unconsolidated affiliates consisted of the following (dollars in millions): Current Ownership June 30, 2017 December 31, 2016 Ceridian 33 % $ 368 $ 371 Other Various 206 187 Total $ 574 $ 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 June 30, 2017 and December 31, 2016 , respectively. We did not purchase or dispose of any Ceridian bonds in the six-month period ended June 30, 2017 . During the three -month periods ended June 30, 2017 and 2016 , we recorded $ 5 million and $ 4 million in equity in losses of Ceridian, respectively, and $ 3 million in equity in earnings of other unconsolidated affiliates. During the six -month periods ended June 30, 2017 and 2016 , we recorded $9 million and $6 million in equity in losses of Ceridian, respectively, and $5 million and $7 million in equity in earnings of other unconsolidated affiliates, respectively. Summarized, unaudited 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. June 30, December 31, (In millions) Total current assets before customer funds $ 367 $ 343 Customer funds 3,746 3,703 Goodwill and other intangible assets, net 2,296 2,291 Other assets 92 90 Total assets $ 6,501 $ 6,427 Current liabilities before customer obligations $ 157 $ 201 Customer obligations 3,738 3,692 Long-term obligations, less current portion 1,138 1,140 Other long-term liabilities 290 301 Total liabilities 5,323 5,334 Equity 1,178 1,093 Total liabilities and equity $ 6,501 $ 6,427 Three months ended June 30, 2017 Three months ended June 30, 2016 Six months ended June 30, 2017 Six months ended June 30, 2016 (In millions) (In millions) Total revenues $ 177 $ 167 $ 364 $ 345 Loss before income taxes (21 ) (26 ) (30 ) (40 ) Net loss (23 ) (15 ) (34 ) (25 ) |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: June 30, 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 110 291 Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 — 300 Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR + 1.40% (2.58% at June 30, 2017) 295 (3 ) Unsecured Black Knight Senior Notes, including premium, interest payable semi-annually at 5.75%, due April 2023 — 401 Black Knight Term A Facility, due February 2022 with interest currently payable monthly at LIBOR + 1.75% (3.00% at June 30, 2017) 1,026 733 Black Knight Term B Facility, due May 2022 with interest currently payable quarterly at LIBOR + 2.25% (3.50% at June 30, 2017) 340 341 Black Knight Revolving Credit Facility, unused portion of $350, due February 2022 with interest currently payable monthly at LIBOR + 1.75% (3.00% at June 30, 2017) 145 46 ABRH Term Loan, interest payable monthly at LIBOR + 3.0% (4.23% at June 30, 2017), due August 2019 88 92 OneDigital Revolving Credit Facility, due March 2022 with interest payable monthly at LIBOR + 2.50% - 3.50% — 129 ABRH Revolving Credit Facility, unused portion of $26, due August 2019 with interest payable monthly at various rates 18 — Other 19 19 $ 2,438 $ 2,746 At June 30, 2017 , the estimated fair value of our long-term debt was approximately $2,653 million , which was $192 million higher than its carrying value, excluding $23 million of net unamortized debt issuance costs and premium/discount. The carrying values of our ABRH term loan and ABRH revolving credit facility approximate the fair values at June 30, 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 $704 million as of June 30, 2017 . The fair values of our unsecured notes payable are based on established market prices for the securities on June 30, 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 June 30, 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 amendments described 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. 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. As of June 30, 2017 BKIS had aggregate outstanding debt of $1,511 million under the BKIS Credit Agreement, net of debt issuance costs. We hold $49 million of the outstanding Term B loans which eliminate in consolidation. 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, including the material terms of the amendment on February 24, 2017, and have not been amended since the filing of such Annual Report. As of June 30, 2017 , ABRH had $88 million outstanding for the ABRH Term Loan, had $18 million outstanding under the ABRH Revolver, had $16 million of outstanding letters of credit and had $26 million of remaining borrowing capacity under the ABRH Credit Facility. As of June 30, 2017 , $15 million of borrowings under the ABRH Revolver incurred interest at 4.12% and $3 million of borrowings incurred interest at 6.25% . Through April 25, 2017, BKIS had 5.75% Senior Notes, interest paid semi-annually, which were scheduled to mature on April 15, 2023 (the "Black Knight Senior Notes"). The Black Knight Senior Notes were senior unsecured obligations, registered under the Securities Act and contained customary affirmative, negative and financial covenants, and events of default for indebtedness of this type (with grace periods, as applicable, and lender remedies). 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”). 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/Baa3, 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. As of June 30, 2017 , there was $295 million outstanding, net of $5 million of unamortized debt issuance costs, and $500 million of remaining borrowing capacity under the Revolving Credit Facility. On August 28, 2012, FNF completed an offering of $400 million in aggregate principal amount of 5.50% notes due September 2022 (the " 5.50% notes"), pursuant to an effective registration statement previously filed with the 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 six months ended June 30, 2017 , we repurchased Notes with aggregate principal of $187 million for $434 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. In May 2017, we paid off the 6.60% Notes in full using proceeds from borrowings under the Revolving Credit Facility. Gross principal maturities of notes payable at June 30, 2017 are as follows (in millions): 2017 (remaining) $ 36 2018 176 2019 177 2020 108 2021 133 Thereafter 1,831 $ 2,461 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 $6 million as of June 30, 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) $ 117 2018 198 2019 167 2020 132 2021 99 Thereafter 235 Total future minimum operating lease payments $ 948 |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Dividends | Dividends On July 19, 2017 , our Board of Directors declared cash dividends of $ 0.25 per share, payable on September 29, 2017 , to FNF Group common shareholders of record as of September 15, 2017 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 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 June 30, 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 $ 1,301 $ — $ — $ 1,301 $ — $ — $ — $ 1,301 Other revenues 575 259 132 966 — 42 42 1,008 Restaurant revenues — — — — 288 — 288 288 Revenues from external customers 1,876 259 132 2,267 288 42 330 2,597 Interest and investment income, including realized gains and losses 41 (17 ) (3 ) 21 (1 ) 270 269 290 Total revenues 1,917 242 129 2,288 287 312 599 2,887 Depreciation and amortization 39 50 5 94 11 5 16 110 Interest expense — 14 12 26 1 2 3 29 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 294 29 (30 ) 293 (2 ) 239 237 530 Income tax expense (benefit) 114 17 (18 ) 113 — 113 113 226 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 180 12 (12 ) 180 (2 ) 126 124 304 Equity in earnings (losses) of unconsolidated affiliates 2 — — 2 — (4 ) (4 ) (2 ) Earnings (loss) from continuing operations $ 182 $ 12 $ (12 ) $ 182 $ (2 ) $ 122 $ 120 $ 302 Assets $ 8,516 $ 3,650 $ 682 $ 12,848 $ 488 $ 866 $ 1,354 $ 14,202 Goodwill 2,383 2,307 216 4,906 101 — 101 5,007 As of and for the three months ended June 30, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 1,231 $ — $ — $ 1,231 $ — $ — $ — $ 1,231 Other revenues 552 256 59 867 — 40 40 907 Restaurant revenues — — — — 292 — 292 292 Revenues from external customers 1,783 256 59 2,098 292 40 332 2,430 Interest and investment income, including realized gains and losses 39 — (3 ) 36 — 16 16 52 Total revenues 1,822 256 56 2,134 292 56 348 2,482 Depreciation and amortization 36 49 2 87 10 5 15 102 Interest expense — 16 16 32 1 — 1 33 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 281 41 (33 ) 289 6 13 19 308 Income tax expense (benefit) 106 14 (22 ) 98 — 3 3 101 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 175 27 (11 ) 191 6 10 16 207 Equity in earnings (loss) of unconsolidated affiliates 3 — — 3 — (4 ) (4 ) (1 ) Earnings (loss) from continuing operations $ 178 $ 27 $ (11 ) $ 194 $ 6 $ 6 $ 12 $ 206 Assets $ 8,963 $ 3,665 $ 404 $ 13,032 $ 487 $ 919 $ 1,406 $ 14,438 Goodwill 2,323 2,301 45 4,669 101 93 194 4,863 As of and for the six months ended June 30, 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 $ 2,349 $ — $ — $ 2,349 $ — $ — $ — $ 2,349 Other revenues 1,071 517 197 1,785 — 91 91 1,876 Restaurant revenues — — — — 561 — 561 561 Revenues from external customers 3,420 517 197 4,134 561 91 652 4,786 Interest and investment income, including realized gains and losses 67 (19 ) (5 ) 43 (1 ) 276 275 318 Total revenues 3,487 498 192 4,177 560 367 927 5,104 Depreciation and amortization 77 103 10 190 22 10 32 222 Interest expense — 30 27 57 3 4 7 64 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 445 70 (62 ) 453 (6 ) 244 238 691 Income tax expense (benefit) 192 30 (29 ) 193 — 111 111 304 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 253 40 (33 ) 260 (6 ) 133 127 387 Equity in earnings (losses) of unconsolidated affiliates 4 — — 4 — (8 ) (8 ) (4 ) Earnings (loss) from continuing operations $ 257 $ 40 $ (33 ) $ 264 $ (6 ) $ 125 $ 119 $ 383 Assets $ 8,516 $ 3,650 $ 682 $ 12,848 $ 488 $ 866 $ 1,354 $ 14,202 Goodwill 2,383 2,307 216 4,906 101 — 101 5,007 As of and for the six months ended June 30, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 2,183 $ — $ — $ 2,183 $ — $ — $ — $ 2,183 Other revenues 1,018 498 92 1,608 — 78 78 1,686 Restaurant revenues — — — — 585 — 585 585 Revenues from external customers 3,201 498 92 3,791 585 78 663 4,454 Interest and investment income, including realized gains and losses 68 — (6 ) 62 (3 ) 17 14 76 Total revenues 3,269 498 86 3,853 582 95 677 4,530 Depreciation and amortization 71 97 4 172 20 10 30 202 Interest expense — 32 31 63 2 2 4 67 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 402 82 (65 ) 419 6 14 20 439 Income tax expense (benefit) 151 28 (31 ) 148 — 2 2 150 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 251 54 (34 ) 271 6 12 18 289 Equity in earnings (loss) of unconsolidated affiliates 6 — — 6 — (5 ) (5 ) 1 Earnings (loss) from continuing operations $ 257 $ 54 $ (34 ) $ 277 $ 6 $ 7 $ 13 $ 290 Assets $ 8,963 $ 3,665 $ 404 $ 13,032 $ 487 $ 919 $ 1,406 $ 14,438 Goodwill 2,323 2,301 45 4,669 101 93 194 4,863 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 other smaller investments which are not title-related. This segment also includes the results of operations of Digital Insurance, Inc. ("OneDigital"), in which we held 96% ownership, through the date it was sold, May 5, 2017. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 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. Six months ended June 30, 2017 2016 Cash paid for: Interest $ 69 $ 62 Income taxes 202 140 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 3 $ 21 Change in purchases of investments available for sale payable in period (1 ) 3 Additions to IT hardware financed through a lease — (10 ) Financing activities: Change in treasury stock purchases payable in period $ 4 $ (1 ) Change in accrual for unsettled debt service payments related to the Notes 1 — Change in accrual for the equity portion of unsettled repurchases of the Notes 1 — Borrowings to finance IT hardware additions — 10 Debt extinguished through the sale of OneDigital 151 — |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 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 or six months ended June 30, 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 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 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. During the second quarter, Black Knight continued its assessment with increased focus on more detailed contract reviews and further identification of data and disclosure requirements, including the effect on its processes, accounting system and design of internal controls. 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. As of June 30, 2017, we held equity and preferred securities available for sale with combined gross unrealized gains and (losses) of $162 million and $(5) million , respectively. 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) | 6 Months Ended |
Jun. 30, 2017 | |
Insurance [Abstract] | |
Summary of the Reserve for Claim Losses | A summary of the reserve for claim losses follows: Six months ended June 30, 2017 2016 (Dollars in millions) Beginning balance $ 1,487 $ 1,583 Change in reinsurance recoverable (4 ) — Claim loss provision related to: Current year 113 114 Prior years 4 6 Total title claim loss provision 117 120 Claims paid, net of recoupments related to: Current year (2 ) (2 ) Prior years (106 ) (111 ) Total title claims paid, net of recoupments (108 ) (113 ) Ending balance of claim loss reserve for title insurance $ 1,492 $ 1,590 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016 , respectively: June 30, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 103 $ — $ 103 State and political subdivisions — 548 — 548 Corporate debt securities — 1,408 — 1,408 Mortgage-backed/asset-backed securities — 52 — 52 Foreign government bonds — 71 — 71 Preferred stock available for sale 41 282 — 323 Equity securities available for sale 441 — — 441 Total assets $ 482 $ 2,464 $ — $ 2,946 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016 are as follows: June 30, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 103 $ 103 $ — $ — $ 103 State and political subdivisions 548 538 10 — 548 Corporate debt securities 1,408 1,393 17 (2 ) 1,408 Mortgage-backed/asset-backed securities 52 51 1 — 52 Foreign government bonds 71 73 1 (3 ) 71 Preferred stock available for sale 323 308 15 — 323 Equity securities available for sale 441 299 147 (5 ) 441 Total $ 2,946 $ 2,765 $ 191 $ (10 ) $ 2,946 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 June 30, 2017 : June 30, 2017 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 639 30 % $ 641 29 % After one year through five years 1,392 65 1,410 65 After five years through ten years 68 3 70 3 After ten years 8 — 9 1 Mortgage-backed/asset-backed securities 51 2 52 2 Total $ 2,158 100 % $ 2,182 100 % |
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 June 30, 2017 and December 31, 2016 , were as follows (in millions): June 30, 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 $ 410 $ (2 ) $ — $ — $ 410 $ (2 ) Foreign government bonds — — 14 (3 ) 14 (3 ) Equity securities available for sale 38 (5 ) — — 38 (5 ) Total temporarily impaired securities $ 448 $ (7 ) $ 14 $ (3 ) $ 462 $ (10 ) 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- and six -month periods ended June 30, 2017 and 2016 , respectively: Three months ended June 30, 2017 Six months ended June 30, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ 1 $ (2 ) $ (1 ) $ 203 $ 4 $ (6 ) $ (2 ) $ 438 Preferred stock available for sale — — — 10 — — — 10 Equity securities available for sale — — — — 5 — 5 32 Gain on sale of OneDigital 269 331 269 331 Loss on debt conversions and debt refinancing (20 ) — (24 ) — Other long term investments 9 14 9 14 Other realized gains and losses, net (1 ) — (2 ) — Total $ 256 $ 558 $ 255 $ 825 Three months ended June 30, 2016 Six months ended June 30, 2016 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ 2 $ (1 ) $ 1 $ 191 $ 3 $ (1 ) $ 2 $ 349 Preferred stock available for sale 1 — 1 9 1 — — 1 9 Equity securities available for sale — — — — — — (1 ) (1 ) — Investments in unconsolidated affiliates — — (3 ) — Other long-term investments 15 36 15 36 Other assets (2 ) — (5 ) — Total $ 15 $ 236 $ 9 $ 394 |
Schedule of Equity Method Investments | Investments in unconsolidated affiliates are recorded using the equity method of accounting. As of June 30, 2017 and December 31, 2016 , investments in unconsolidated affiliates consisted of the following (dollars in millions): Current Ownership June 30, 2017 December 31, 2016 Ceridian 33 % $ 368 $ 371 Other Various 206 187 Total $ 574 $ 558 Summarized, unaudited 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. June 30, December 31, (In millions) Total current assets before customer funds $ 367 $ 343 Customer funds 3,746 3,703 Goodwill and other intangible assets, net 2,296 2,291 Other assets 92 90 Total assets $ 6,501 $ 6,427 Current liabilities before customer obligations $ 157 $ 201 Customer obligations 3,738 3,692 Long-term obligations, less current portion 1,138 1,140 Other long-term liabilities 290 301 Total liabilities 5,323 5,334 Equity 1,178 1,093 Total liabilities and equity $ 6,501 $ 6,427 Three months ended June 30, 2017 Three months ended June 30, 2016 Six months ended June 30, 2017 Six months ended June 30, 2016 (In millions) (In millions) Total revenues $ 177 $ 167 $ 364 $ 345 Loss before income taxes (21 ) (26 ) (30 ) (40 ) Net loss (23 ) (15 ) (34 ) (25 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Notes payable consists of the following: June 30, 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 110 291 Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 — 300 Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR + 1.40% (2.58% at June 30, 2017) 295 (3 ) Unsecured Black Knight Senior Notes, including premium, interest payable semi-annually at 5.75%, due April 2023 — 401 Black Knight Term A Facility, due February 2022 with interest currently payable monthly at LIBOR + 1.75% (3.00% at June 30, 2017) 1,026 733 Black Knight Term B Facility, due May 2022 with interest currently payable quarterly at LIBOR + 2.25% (3.50% at June 30, 2017) 340 341 Black Knight Revolving Credit Facility, unused portion of $350, due February 2022 with interest currently payable monthly at LIBOR + 1.75% (3.00% at June 30, 2017) 145 46 ABRH Term Loan, interest payable monthly at LIBOR + 3.0% (4.23% at June 30, 2017), due August 2019 88 92 OneDigital Revolving Credit Facility, due March 2022 with interest payable monthly at LIBOR + 2.50% - 3.50% — 129 ABRH Revolving Credit Facility, unused portion of $26, due August 2019 with interest payable monthly at various rates 18 — Other 19 19 $ 2,438 $ 2,746 |
Schedule of Maturities of Long-term Debt | Gross principal maturities of notes payable at June 30, 2017 are as follows (in millions): 2017 (remaining) $ 36 2018 176 2019 177 2020 108 2021 133 Thereafter 1,831 $ 2,461 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 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) $ 117 2018 198 2019 167 2020 132 2021 99 Thereafter 235 Total future minimum operating lease payments $ 948 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | As of and for the three months ended June 30, 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 $ 1,301 $ — $ — $ 1,301 $ — $ — $ — $ 1,301 Other revenues 575 259 132 966 — 42 42 1,008 Restaurant revenues — — — — 288 — 288 288 Revenues from external customers 1,876 259 132 2,267 288 42 330 2,597 Interest and investment income, including realized gains and losses 41 (17 ) (3 ) 21 (1 ) 270 269 290 Total revenues 1,917 242 129 2,288 287 312 599 2,887 Depreciation and amortization 39 50 5 94 11 5 16 110 Interest expense — 14 12 26 1 2 3 29 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 294 29 (30 ) 293 (2 ) 239 237 530 Income tax expense (benefit) 114 17 (18 ) 113 — 113 113 226 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 180 12 (12 ) 180 (2 ) 126 124 304 Equity in earnings (losses) of unconsolidated affiliates 2 — — 2 — (4 ) (4 ) (2 ) Earnings (loss) from continuing operations $ 182 $ 12 $ (12 ) $ 182 $ (2 ) $ 122 $ 120 $ 302 Assets $ 8,516 $ 3,650 $ 682 $ 12,848 $ 488 $ 866 $ 1,354 $ 14,202 Goodwill 2,383 2,307 216 4,906 101 — 101 5,007 As of and for the three months ended June 30, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 1,231 $ — $ — $ 1,231 $ — $ — $ — $ 1,231 Other revenues 552 256 59 867 — 40 40 907 Restaurant revenues — — — — 292 — 292 292 Revenues from external customers 1,783 256 59 2,098 292 40 332 2,430 Interest and investment income, including realized gains and losses 39 — (3 ) 36 — 16 16 52 Total revenues 1,822 256 56 2,134 292 56 348 2,482 Depreciation and amortization 36 49 2 87 10 5 15 102 Interest expense — 16 16 32 1 — 1 33 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 281 41 (33 ) 289 6 13 19 308 Income tax expense (benefit) 106 14 (22 ) 98 — 3 3 101 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 175 27 (11 ) 191 6 10 16 207 Equity in earnings (loss) of unconsolidated affiliates 3 — — 3 — (4 ) (4 ) (1 ) Earnings (loss) from continuing operations $ 178 $ 27 $ (11 ) $ 194 $ 6 $ 6 $ 12 $ 206 Assets $ 8,963 $ 3,665 $ 404 $ 13,032 $ 487 $ 919 $ 1,406 $ 14,438 Goodwill 2,323 2,301 45 4,669 101 93 194 4,863 As of and for the six months ended June 30, 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 $ 2,349 $ — $ — $ 2,349 $ — $ — $ — $ 2,349 Other revenues 1,071 517 197 1,785 — 91 91 1,876 Restaurant revenues — — — — 561 — 561 561 Revenues from external customers 3,420 517 197 4,134 561 91 652 4,786 Interest and investment income, including realized gains and losses 67 (19 ) (5 ) 43 (1 ) 276 275 318 Total revenues 3,487 498 192 4,177 560 367 927 5,104 Depreciation and amortization 77 103 10 190 22 10 32 222 Interest expense — 30 27 57 3 4 7 64 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 445 70 (62 ) 453 (6 ) 244 238 691 Income tax expense (benefit) 192 30 (29 ) 193 — 111 111 304 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 253 40 (33 ) 260 (6 ) 133 127 387 Equity in earnings (losses) of unconsolidated affiliates 4 — — 4 — (8 ) (8 ) (4 ) Earnings (loss) from continuing operations $ 257 $ 40 $ (33 ) $ 264 $ (6 ) $ 125 $ 119 $ 383 Assets $ 8,516 $ 3,650 $ 682 $ 12,848 $ 488 $ 866 $ 1,354 $ 14,202 Goodwill 2,383 2,307 216 4,906 101 — 101 5,007 As of and for the six months ended June 30, 2016 : Title Black Knight FNF Group Corporate and Other Total FNF Group Restaurant Group FNFV Corporate and Other Total FNFV Total Title premiums $ 2,183 $ — $ — $ 2,183 $ — $ — $ — $ 2,183 Other revenues 1,018 498 92 1,608 — 78 78 1,686 Restaurant revenues — — — — 585 — 585 585 Revenues from external customers 3,201 498 92 3,791 585 78 663 4,454 Interest and investment income, including realized gains and losses 68 — (6 ) 62 (3 ) 17 14 76 Total revenues 3,269 498 86 3,853 582 95 677 4,530 Depreciation and amortization 71 97 4 172 20 10 30 202 Interest expense — 32 31 63 2 2 4 67 Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates 402 82 (65 ) 419 6 14 20 439 Income tax expense (benefit) 151 28 (31 ) 148 — 2 2 150 Earnings (loss) from continuing operations, before equity in earnings (loss) of unconsolidated affiliates 251 54 (34 ) 271 6 12 18 289 Equity in earnings (loss) of unconsolidated affiliates 6 — — 6 — (5 ) (5 ) 1 Earnings (loss) from continuing operations $ 257 $ 54 $ (34 ) $ 277 $ 6 $ 7 $ 13 $ 290 Assets $ 8,963 $ 3,665 $ 404 $ 13,032 $ 487 $ 919 $ 1,406 $ 14,438 Goodwill 2,323 2,301 45 4,669 101 93 194 4,863 |
Supplemental Cash Flow Inform25
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 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. Six months ended June 30, 2017 2016 Cash paid for: Interest $ 69 $ 62 Income taxes 202 140 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 3 $ 21 Change in purchases of investments available for sale payable in period (1 ) 3 Additions to IT hardware financed through a lease — (10 ) Financing activities: Change in treasury stock purchases payable in period $ 4 $ (1 ) Change in accrual for unsettled debt service payments related to the Notes 1 — Change in accrual for the equity portion of unsettled repurchases of the Notes 1 — Borrowings to finance IT hardware additions — 10 Debt extinguished through the sale of OneDigital 151 — |
Basis of Financial Statements -
Basis of Financial Statements - Description of the Business (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business groups | 2 |
Basis of Financial Statements27
Basis of Financial Statements - Recent Developments (Details) $ / shares in Units, shares in Millions | Jun. 06, 2017USD ($) | May 22, 2017USD ($) | May 03, 2017director | Mar. 31, 2017underwriter | Jun. 30, 2017USD ($)employee | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017shares | Jun. 30, 2017USD ($)employee | Jun. 30, 2016USD ($) | Mar. 15, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from the sale | $ 326,000,000 | $ 0 | ||||||||
Pre-tax gain on the sale | $ 269,000,000 | $ 0 | ||||||||
Business Acquisition [Line Items] | ||||||||||
Number of board of directors | director | 13 | |||||||||
Number of underwriters redomesticated | underwriter | 3 | |||||||||
Special dividend from title insurance underwriters | $ 280,000,000 | |||||||||
Title Guaranty | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of employees (more than) | employee | 300 | 300 | ||||||||
Scenario, Forecast | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of shares distributed | shares | 83.3 | |||||||||
CFCOU | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity securities held | $ 37,000,000 | |||||||||
CFCOU | Scenario, Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration for acquisition | $ 235,000,000 | |||||||||
Commitment fee | 3,000,000 | |||||||||
CFCOU | Scenario, Forecast | Equity not funded by one or more purchasers under the forward purchase agreements | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount to offset any redemptions of ordinary shares | $ 200,000,000 | |||||||||
Funding fee percentage | 66.67% | |||||||||
CFCOU | Scenario, Forecast | Funding fee for the amount of backstop equity funded | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Funding fee percentage | 0.50% | |||||||||
CFCOU | Ordinary shares | Scenario, Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price, value of shares issued | $ 135,000,000 | |||||||||
Purchase price, shares issued (dollars per share) | $ / shares | $ 10 | |||||||||
Penny warrants convertible, percentage of shares | 1.20% | |||||||||
CFCOU | Ordinary shares | Scenario, Forecast | Offset any redemptions of shares made in connection with shareholder vote to approve the transaction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount to offset any redemptions of ordinary shares | $ 195,000,000 | |||||||||
CFCOU | Ordinary shares | Scenario, Forecast | Funding fee for the amount of backstop equity funded | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Penny warrants convertible, percentage of shares | 1.50% | |||||||||
CFCOU | Preferred shares | Scenario, Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price, value of shares issued | $ 100,000,000 | |||||||||
Original issue discount | $ 2,000,000 | |||||||||
Hudson & Marshall, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration for acquisition | $ 53,000,000 | |||||||||
One Digital | Disposed of by Sale | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Definitive agreement to sell | $ 560,000,000 | |||||||||
Consideration, after repayment of debt, payout to option holders and a minority equity investor and other transaction related payments | 331,000,000 | |||||||||
Proceeds from the sale | 326,000,000 | |||||||||
Purchase price holdback receivable | 5,000,000 | |||||||||
Pre-tax gain on the sale | $ 269,000,000 |
Basis of Financial Statements28
Basis of Financial Statements - Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Antidilutive options (in shares) | 0 | 2 | 0 | 2 |
Basis of Financial Statements29
Basis of Financial Statements - Other Pronouncements (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Securities available for sale with combined gross unrealized gains | $ 191 | $ 147 |
Securities available for sale with combined gross unrealized losses | (10) | $ (18) |
Equity and preferred securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Securities available for sale with combined gross unrealized gains | 162 | |
Securities available for sale with combined gross unrealized losses | $ (5) |
Summary of Reserve for Claims30
Summary of Reserve for Claims Losses (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 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 | 113 | 114 |
Prior years | 4 | 6 |
Total title claim loss provision | 117 | 120 |
Claims paid, net of recoupments related to: | ||
Current year | (2) | (2) |
Prior years | (106) | (111) |
Total title claims paid, net of recoupments | (108) | (113) |
Ending balance of claim loss reserve for title insurance | $ 1,492 | $ 1,590 |
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) | Jun. 30, 2017USD ($)firmprice | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | $ 2,182,000,000 | $ 2,432,000,000 |
Total assets | $ 2,946,000,000 | 3,185,000,000 |
Number of firms utilized | firm | 1 | |
Number of prices relied upon | price | 1 | |
U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | $ 103,000,000 | 117,000,000 |
State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 548,000,000 | 615,000,000 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 1,408,000,000 | 1,533,000,000 |
Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 52,000,000 | 58,000,000 |
Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 71,000,000 | 109,000,000 |
Preferred stock available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 323,000,000 | 315,000,000 |
Equity securities available for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 441,000,000 | 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 | 2,946,000,000 | 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] | ||
Available for sale debt securities | 103,000,000 | 117,000,000 |
Fair Value, Measurements, Recurring | State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 548,000,000 | 615,000,000 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 1,408,000,000 | 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] | ||
Available for sale debt securities | 52,000,000 | 58,000,000 |
Fair Value, Measurements, Recurring | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 71,000,000 | 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] | ||
Available for sale, at fair value | 323,000,000 | 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] | ||
Available for sale, at fair value | 441,000,000 | 438,000,000 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 482,000,000 | 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] | ||
Available for sale debt securities | 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] | ||
Available for sale debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 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] | ||
Available for sale debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 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] | ||
Available for sale, at fair value | 41,000,000 | 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] | ||
Available for sale, at fair value | 441,000,000 | 438,000,000 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,464,000,000 | 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] | ||
Available for sale debt securities | 103,000,000 | 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] | ||
Available for sale debt securities | 548,000,000 | 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] | ||
Available for sale debt securities | 1,408,000,000 | 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] | ||
Available for sale debt securities | 52,000,000 | 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] | ||
Available for sale debt securities | 71,000,000 | 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] | ||
Available for sale, at fair value | 282,000,000 | 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] | ||
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] | ||
Available for sale debt securities | 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] | ||
Available for sale debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 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] | ||
Available for sale debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 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] | ||
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] | ||
Available for sale, at fair value | $ 0 | $ 0 |
Investments - Available for Sal
Investments - Available for Sale Securities (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Fixed maturity securities available for sale: | ||
Carrying Value | $ 2,182 | $ 2,432 |
Cost Basis | 2,158 | |
Total | ||
Total assets | 2,946 | 3,185 |
Cost Basis | 2,765 | 3,056 |
Unrealized Gains | 191 | 147 |
Unrealized Losses | 10 | 18 |
U.S. government and agencies | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 103 | 117 |
Cost Basis | 103 | 117 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
State and political subdivisions | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 548 | 615 |
Cost Basis | 538 | 607 |
Unrealized Gains | 10 | 9 |
Unrealized Losses | 0 | (1) |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 1,408 | 1,533 |
Cost Basis | 1,393 | 1,524 |
Unrealized Gains | 17 | 15 |
Unrealized Losses | (2) | (6) |
Mortgage-backed/asset-backed securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 52 | 58 |
Cost Basis | 51 | 56 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | 0 | 0 |
Foreign government bonds | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 71 | 109 |
Cost Basis | 73 | 117 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (3) | (8) |
Preferred stock available for sale | ||
Available-for-sale equity securities | ||
Carrying Value | 323 | 315 |
Cost Basis | 308 | 312 |
Unrealized Gains | 15 | 6 |
Unrealized Losses | 0 | (3) |
Equity securities available for sale | ||
Available-for-sale equity securities | ||
Carrying Value | 441 | 438 |
Cost Basis | 299 | 323 |
Unrealized Gains | 147 | 115 |
Unrealized Losses | $ (5) | $ 0 |
Investments - Maturity of Fixed
Investments - Maturity of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Amortized Cost | ||
One year or less | $ 639 | |
After one year through five years | 1,392 | |
After five years through ten years | 68 | |
After ten years | 8 | |
Mortgage-backed/asset-backed securities | 51 | |
Cost Basis | $ 2,158 | |
Amortized Cost, % of Total | ||
One year or less | 30.00% | |
After one year through five years | 65.00% | |
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 | $ 641 | |
After one year through five years | 1,410 | |
After five years through ten years | 70 | |
After ten years | 9 | |
Mortgage-backed/asset-backed securities | 52 | |
Total | $ 2,182 | $ 2,432 |
Fair Value, % of Total | ||
One year or less | 29.00% | |
After one year through five years | 65.00% | |
After five years through ten years | 3.00% | |
After ten years | 1.00% | |
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 | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value | ||
Less than 12 Months | $ 448 | $ 657 |
12 Months or Longer | 14 | 73 |
Total | 462 | 730 |
Unrealized Losses | ||
Less than 12 Months | (7) | (11) |
12 Months or Longer | (3) | (7) |
Total | (10) | (18) |
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) | |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 410 | 410 |
12 Months or Longer | 0 | 11 |
Total | 410 | 421 |
Unrealized Losses | ||
Less than 12 Months | (2) | (4) |
12 Months or Longer | 0 | (2) |
Total | (2) | (6) |
Foreign government bonds | ||
Fair Value | ||
Less than 12 Months | 0 | 85 |
12 Months or Longer | 14 | 20 |
Total | 14 | 105 |
Unrealized Losses | ||
Less than 12 Months | 0 | (4) |
12 Months or Longer | (3) | (4) |
Total | (3) | (8) |
Equity securities available for sale | ||
Fair Value | ||
Less than 12 Months | 38 | |
12 Months or Longer | 0 | |
Total | 38 | |
Unrealized Losses | ||
Less than 12 Months | (5) | |
12 Months or Longer | 0 | |
Total | $ (5) | |
Preferred stock available for sale | ||
Fair Value | ||
Less than 12 Months | 55 | |
12 Months or Longer | 42 | |
Total | 97 | |
Unrealized Losses | ||
Less than 12 Months | (2) | |
12 Months or Longer | (1) | |
Total | $ (3) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Impairment charges related to investments | $ 1,000,000 | $ 0 | $ 1,000,000 | $ 3,000,000 | |
Available-for-sale, amount held with previously recognized other than temporary impairments | 1,000,000 | 1,000,000 | $ 7,000,000 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Available for sale debt securities | 2,182,000,000 | 2,182,000,000 | 2,432,000,000 | ||
Equity in (losses) earnings of unconsolidated affiliates | (2,000,000) | (1,000,000) | (4,000,000) | 1,000,000 | |
Ceridian | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in (losses) earnings of unconsolidated affiliates | (5,000,000) | (4,000,000) | (9,000,000) | (6,000,000) | |
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in (losses) earnings of unconsolidated affiliates | 3,000,000 | $ 3,000,000 | 5,000,000 | $ 7,000,000 | |
Corporate debt securities | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Available for sale debt securities | 1,408,000,000 | 1,408,000,000 | 1,533,000,000 | ||
Corporate debt securities | Ceridian | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Available for sale debt securities | $ 31,000,000 | $ 31,000,000 | $ 30,000,000 |
Investments - Realized Gains an
Investments - Realized Gains and Losses and Proceeds on Investments and Other Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gain on sale of OneDigital | ||||
Net Realized Gains (Losses) | $ 269 | $ 0 | $ 269 | $ (3) |
Gross Proceeds from Sale/Maturity | 331 | 0 | 331 | 0 |
Loss on debt conversions and debt refinancing | ||||
Loss on debt conversions and debt refinancing | (20) | (24) | ||
Gross Proceeds from Sale/Maturity | 0 | 0 | ||
Other long term investments | ||||
Net Realized Gains (Losses) | 9 | 15 | 9 | 15 |
Gross Proceeds from Sale/Maturity | 14 | 36 | 14 | 36 |
Other realized gains and losses, net | ||||
Net Realized Gains (Losses) | (1) | (2) | (2) | (5) |
Gross Proceeds from Sale/Maturity | 0 | 0 | 0 | 0 |
Total | ||||
Net Realized Gains (Losses) | 256 | 15 | 255 | 9 |
Gross Proceeds from Sale/Maturity | 558 | 236 | 825 | 394 |
Fixed maturity securities available for sale | ||||
Available-for-sale Securities | ||||
Gross Realized Gains | 1 | 2 | 4 | 3 |
Gross Realized Losses | (2) | (1) | (6) | (1) |
Net Realized Gains (Losses) | (1) | 1 | (2) | 2 |
Gross Proceeds from Sale/Maturity | 203 | 191 | 438 | 349 |
Preferred stock available for sale | ||||
Available-for-sale Securities | ||||
Gross Realized Gains | 0 | 1 | 0 | 1 |
Gross Realized Losses | 0 | 0 | 0 | 0 |
Net Realized Gains (Losses) | 0 | 1 | 0 | 1 |
Gross Proceeds from Sale/Maturity | 10 | 9 | 10 | 9 |
Equity securities available for sale | ||||
Available-for-sale Securities | ||||
Gross Realized Gains | 0 | 0 | 5 | 0 |
Gross Realized Losses | 0 | 0 | 0 | (1) |
Net Realized Gains (Losses) | 0 | 0 | 5 | (1) |
Gross Proceeds from Sale/Maturity | $ 0 | $ 0 | $ 32 | $ 0 |
Investments - Investments in Un
Investments - Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 574 | $ 558 |
Ceridian | ||
Schedule of Equity Method Investments [Line Items] | ||
Current Ownership | 33.00% | |
Investments in unconsolidated affiliates | $ 368 | 371 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated affiliates | $ 206 | $ 187 |
Investments - Schedule of Equit
Investments - Schedule of Equity Method Investments - Balance Sheet (Details) - Ceridian - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Total current assets before customer funds | $ 367 | $ 343 |
Customer funds | 3,746 | 3,703 |
Goodwill and other intangible assets, net | 2,296 | 2,291 |
Other assets | 92 | 90 |
Total assets | 6,501 | 6,427 |
Current liabilities before customer obligations | 157 | 201 |
Customer obligations | 3,738 | 3,692 |
Long-term obligations, less current portion | 1,138 | 1,140 |
Other long-term liabilities | 290 | 301 |
Total liabilities | 5,323 | 5,334 |
Equity | 1,178 | 1,093 |
Total liabilities and equity | $ 6,501 | $ 6,427 |
Investments - Schedule of Equ39
Investments - Schedule of Equity Method Investments - Income Statement (Details) - Ceridian - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 177 | $ 167 | $ 364 | $ 345 |
Loss before income taxes | (21) | (26) | (30) | (40) |
Net loss | $ (23) | $ (15) | $ (34) | $ (25) |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Apr. 27, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Aug. 28, 2012 | Aug. 02, 2011 | May 05, 2010 |
Debt Instrument [Line Items] | ||||||
Notes payable | $ 2,438 | $ 2,746 | ||||
Unsecured Notes | Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 397 | 397 | ||||
Stated interest rate | 5.50% | 5.50% | ||||
Unsecured Notes | Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 0 | $ 300 | ||||
Stated interest rate | 6.60% | 6.60% | ||||
Unsecured Notes | Unsecured Black Knight Senior Notes, including premium, interest payable semi-annually at 5.75%, due April 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Unsecured Notes | Unsecured Black Knight Senior Notes, including premium, interest payable semi-annually at 5.75%, due April 2023 | Black Knight Financial Services, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 0 | $ 401 | ||||
Convertible Notes | Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 110 | 291 | ||||
Stated interest rate | 4.25% | 4.25% | ||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 295 | (3) | ||||
Unused portion | $ 500 | |||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | |||||
Line of credit facility, interest rate at period end | 2.58% | |||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.10% | |||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.60% | |||||
Line of Credit | Black Knight Financial Services Credit Agreement | Revolving Credit Facility | Black Knight Financial Services, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 145 | 46 | ||||
Unused portion | $ 350 | |||||
Line of Credit | Black Knight Financial Services Credit Agreement | Revolving Credit Facility | Black Knight Financial Services, Inc. | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Line of credit facility, interest rate at period end | 3.00% | |||||
Line of Credit | Black Knight Financial Services Credit Agreement | Term A Facility | Black Knight Financial Services, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 1,026 | 733 | ||||
Line of Credit | Black Knight Financial Services Credit Agreement | Term A Facility | Black Knight Financial Services, Inc. | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
Variable rate long term debt percentage | 3.00% | |||||
Line of Credit | Black Knight Financial Services Credit Agreement | Term B Facility | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 49 | |||||
Line of Credit | Black Knight Financial Services Credit Agreement | Term B Facility | Black Knight Financial Services, Inc. | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 340 | 341 | ||||
Line of Credit | Black Knight Financial Services Credit Agreement | Term B Facility | Black Knight Financial Services, Inc. | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Variable rate long term debt percentage | 3.50% | |||||
Line of Credit | ABRH Credit Facility Due August 2019 | ABRH | ||||||
Debt Instrument [Line Items] | ||||||
Unused portion | $ 26 | |||||
Line of Credit | ABRH Credit Facility Due August 2019 | Revolving Credit Facility | ABRH | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 18 | 0 | ||||
Unused portion | $ 26 | |||||
Variable rate long term debt percentage | 6.25% | |||||
Line of Credit | ABRH Credit Facility Due August 2019 | Term Loan | ABRH | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 88 | 92 | ||||
Variable rate long term debt percentage | 4.12% | |||||
Line of Credit | ABRH Credit Facility Due August 2019 | Term Loan | ABRH | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Variable rate long term debt percentage | 4.23% | |||||
Line of Credit | OneDigital Revolving Credit Facility, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% | Revolving Credit Facility | Digital Insurance | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 0 | $ 129 | ||||
Line of Credit | OneDigital Revolving Credit Facility, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% | Revolving Credit Facility | Digital Insurance | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Line of Credit | OneDigital Revolving Credit Facility, due March 2022 with interest payable monthly at LIBOR 2.50% - 3.50% | Revolving Credit Facility | Digital Insurance | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Other | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 19 | $ 19 |
Notes Payable - Long Term Debt
Notes Payable - Long Term Debt Narrative (Details) $ in Millions | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 2,653 |
Excess fair value over carrying value of long-term debt | 192 |
Debt issuance costs, net | 23 |
Level 2 | Unsecured Notes | |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 704 |
Notes Payable - Black Knight Cr
Notes Payable - Black Knight Credit Agreement (Details) - USD ($) shares in Millions | Apr. 26, 2017 | Feb. 27, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | May 27, 2015 |
Line of Credit Facility [Line Items] | |||||
Outstanding debt | $ 2,438,000,000 | $ 2,746,000,000 | |||
Black Knight Financial Services Credit Agreement | Line of Credit | Term B Facility | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding debt | 49,000,000 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility | $ 1,600,000,000 | ||||
Reduction in unused commitment fee | 500.00% | ||||
Outstanding debt | $ 1,511,000,000 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Term B Facility | |||||
Line of Credit Facility [Line Items] | |||||
Number of shares of common stock owned | 83.3 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Term A Facility | |||||
Line of Credit Facility [Line Items] | |||||
Increase in aggregate principal amount | $ 300,000,000 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility | 500,000,000 | ||||
Increase in aggregate principal amount | 100,000,000 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Maximum | Term A Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amount of debt instrument | $ 1,030,000,000 | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Maximum | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.30% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Minimum | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.15% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Base Rate | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Decrease in pricing | 0.25% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Base Rate | Maximum | Term B Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Base Rate | Maximum | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Base Rate | Minimum | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.25% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Eurodollar | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Floor on variable rate | 0.00% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Eurodollar | Maximum | Term B Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Eurodollar | Maximum | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | Eurodollar | Minimum | Term Loan A and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Black Knight Financial Services Credit Agreement | Line of Credit | Black Knight Financial Services, LLC | London Interbank Offered Rate (LIBOR) | Term B Facility | |||||
Line of Credit Facility [Line Items] | |||||
Floor on variable rate | 0.75% |
Notes Payable - ABRH Credit Agr
Notes Payable - ABRH Credit Agreement (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Notes payable | $ 2,438 | $ 2,746 |
ABRH | Line of Credit | ABRH Credit Facility Due August 2019 | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding | 16 | |
Remaining borrowing capacity | 26 | |
ABRH | Term Loan | Line of Credit | ABRH Credit Facility Due August 2019 | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 88 | 92 |
Variable rate long term debt percentage | 4.12% | |
Incurred interest | $ 15 | |
ABRH | Revolving Credit Facility | Line of Credit | ABRH Credit Facility Due August 2019 | ||
Debt Instrument [Line Items] | ||
Notes payable | 18 | $ 0 |
Remaining borrowing capacity | $ 26 | |
Variable rate long term debt percentage | 6.25% | |
Incurred interest | $ 3 |
Notes Payable - 5.75% Senior No
Notes Payable - 5.75% Senior Notes (Details) - 5.75% Senior Notes - Unsecured Notes - USD ($) $ in Millions | Apr. 26, 2017 | Apr. 25, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Stated interest rate | 5.75% | ||
Black Knight Financial Services, LLC | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.75% | ||
Redemption percentage | 104.825% | ||
Accrued interest | $ 1 |
Notes Payable - Existing Credit
Notes Payable - Existing Credit Agreement (Details) - USD ($) | Apr. 27, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 25, 2013 |
Debt Instrument [Line Items] | ||||
Notes payable | $ 2,438,000,000 | $ 2,746,000,000 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility | $ 800,000,000 | |||
Debt instrument term | 5 years | |||
Notes payable | 295,000,000 | $ (3,000,000) | ||
Unamortized debt issuance costs | 5,000,000 | |||
Remaining borrowing capacity | $ 500,000,000 | |||
Revolving Credit Facility | Line of Credit | One Percent Plus One-Month LIBOR | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.00% | |||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 0.50% | |||
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.40% | |||
Revolving Credit Facility | Line of Credit | Minimum | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.15% | |||
Revolving Credit Facility | Line of Credit | Minimum | One Percent Plus One-Month LIBOR | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.10% | |||
Revolving Credit Facility | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.10% | |||
Revolving Credit Facility | Line of Credit | Maximum | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.40% | |||
Revolving Credit Facility | Line of Credit | Maximum | One Percent Plus One-Month LIBOR | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.60% | |||
Revolving Credit Facility | Line of Credit | Maximum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.60% | |||
Revolving Credit Facility | Line of Credit | Standard & Poor's, BBB Rating | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable monthly at LIBOR 1.40% (2.58% at June 30, 2017) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.40% |
Notes Payable - 5.50% Notes (De
Notes Payable - 5.50% Notes (Details) - Unsecured Notes - Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 - USD ($) | Jun. 30, 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% Notes (De
Notes Payable - 4.25% Notes (Details) - Convertible Notes - Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 - USD ($) | Oct. 01, 2013 | Jun. 30, 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 note face amount | $ 187,000,000 | ||
Amount of debt repurchased | $ 434,000,000 |
Notes Payable - 6.60% Notes (De
Notes Payable - 6.60% Notes (Details) - Unsecured Notes - Unsecured notes, net of discount, interest payable semi-annually at 6.60%, due May 2017 - USD ($) | Dec. 31, 2016 | May 05, 2010 |
Debt Instrument [Line Items] | ||
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 | Jun. 30, 2017USD ($) |
Maturities of Long-term Debt [Abstract] | |
2017 (remaining) | $ 36 |
2,018 | 176 |
2,019 | 177 |
2,020 | 108 |
2,021 | 133 |
Thereafter | 1,831 |
Total Long Term Debt | $ 2,461 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Accrual for legal and regulatory matters | $ 6 | $ 69 | |
Thomas H. Lee Partners, LP and Affiliates [Member] | 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 | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2017 (remaining) | $ 117 |
2,018 | 198 |
2,019 | 167 |
2,020 | 132 |
2,021 | 99 |
Thereafter | 235 |
Total future minimum operating lease payments | $ 948 |
Dividends (Details)
Dividends (Details) | Jul. 19, 2017$ / shares |
FNF Group Common Stock | Subsequent Event | |
Subsequent Event [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 | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Title premiums | $ 1,301 | $ 1,231 | $ 2,349 | $ 2,183 | |
Other revenues | 1,008 | 907 | 1,876 | 1,686 | |
Restaurant revenue | 288 | 292 | 561 | 585 | |
Revenues from external customers | 2,597 | 2,430 | 4,786 | 4,454 | |
Interest and investment income, including realized gains and losses | 290 | 52 | 318 | 76 | |
Total revenues | 2,887 | 2,482 | 5,104 | 4,530 | |
Depreciation and amortization | 110 | 102 | 222 | 202 | |
Interest expense | 29 | 33 | 64 | 67 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 530 | 308 | 691 | 439 | |
Income tax expense (benefit) | 226 | 101 | 304 | 150 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 304 | 207 | 387 | 289 | |
Equity in (losses) earnings of unconsolidated affiliates | (2) | (1) | (4) | 1 | |
Earnings (loss) from continuing operations | 302 | 206 | 383 | 290 | |
Assets | 14,202 | 14,438 | 14,202 | 14,438 | $ 14,463 |
Goodwill | 5,007 | 4,863 | 5,007 | 4,863 | $ 5,065 |
Operating Segments | Total FNF Group | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 1,301 | 1,231 | 2,349 | 2,183 | |
Other revenues | 966 | 867 | 1,785 | 1,608 | |
Restaurant revenue | 0 | 0 | 0 | 0 | |
Revenues from external customers | 2,267 | 2,098 | 4,134 | 3,791 | |
Interest and investment income, including realized gains and losses | 21 | 36 | 43 | 62 | |
Total revenues | 2,288 | 2,134 | 4,177 | 3,853 | |
Depreciation and amortization | 94 | 87 | 190 | 172 | |
Interest expense | 26 | 32 | 57 | 63 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 293 | 289 | 453 | 419 | |
Income tax expense (benefit) | 113 | 98 | 193 | 148 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 180 | 191 | 260 | 271 | |
Equity in (losses) earnings of unconsolidated affiliates | 2 | 3 | 4 | 6 | |
Earnings (loss) from continuing operations | 182 | 194 | 264 | 277 | |
Assets | 12,848 | 13,032 | 12,848 | 13,032 | |
Goodwill | 4,906 | 4,669 | 4,906 | 4,669 | |
Operating Segments | Total FNFV | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 42 | 40 | 91 | 78 | |
Restaurant revenue | 288 | 292 | 561 | 585 | |
Revenues from external customers | 330 | 332 | 652 | 663 | |
Interest and investment income, including realized gains and losses | 269 | 16 | 275 | 14 | |
Total revenues | 599 | 348 | 927 | 677 | |
Depreciation and amortization | 16 | 15 | 32 | 30 | |
Interest expense | 3 | 1 | 7 | 4 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 237 | 19 | 238 | 20 | |
Income tax expense (benefit) | 113 | 3 | 111 | 2 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 124 | 16 | 127 | 18 | |
Equity in (losses) earnings of unconsolidated affiliates | (4) | (4) | (8) | (5) | |
Earnings (loss) from continuing operations | 120 | 12 | 119 | 13 | |
Assets | 1,354 | 1,406 | 1,354 | 1,406 | |
Goodwill | 101 | 194 | 101 | 194 | |
Operating Segments | Title | Total FNF Group | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 1,301 | 1,231 | 2,349 | 2,183 | |
Other revenues | 575 | 552 | 1,071 | 1,018 | |
Restaurant revenue | 0 | 0 | 0 | 0 | |
Revenues from external customers | 1,876 | 1,783 | 3,420 | 3,201 | |
Interest and investment income, including realized gains and losses | 41 | 39 | 67 | 68 | |
Total revenues | 1,917 | 1,822 | 3,487 | 3,269 | |
Depreciation and amortization | 39 | 36 | 77 | 71 | |
Interest expense | 0 | 0 | 0 | 0 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 294 | 281 | 445 | 402 | |
Income tax expense (benefit) | 114 | 106 | 192 | 151 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 180 | 175 | 253 | 251 | |
Equity in (losses) earnings of unconsolidated affiliates | 2 | 3 | 4 | 6 | |
Earnings (loss) from continuing operations | 182 | 178 | 257 | 257 | |
Assets | 8,516 | 8,963 | 8,516 | 8,963 | |
Goodwill | 2,383 | 2,323 | 2,383 | 2,323 | |
Operating Segments | Black Knight | Total FNF Group | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 259 | 256 | 517 | 498 | |
Restaurant revenue | 0 | 0 | 0 | 0 | |
Revenues from external customers | 259 | 256 | 517 | 498 | |
Interest and investment income, including realized gains and losses | (17) | 0 | (19) | 0 | |
Total revenues | 242 | 256 | 498 | 498 | |
Depreciation and amortization | 50 | 49 | 103 | 97 | |
Interest expense | 14 | 16 | 30 | 32 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 29 | 41 | 70 | 82 | |
Income tax expense (benefit) | 17 | 14 | 30 | 28 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 12 | 27 | 40 | 54 | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Earnings (loss) from continuing operations | 12 | 27 | 40 | 54 | |
Assets | 3,650 | 3,665 | 3,650 | 3,665 | |
Goodwill | 2,307 | 2,301 | 2,307 | 2,301 | |
Operating Segments | Restaurant Group | Total FNFV | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 0 | 0 | 0 | 0 | |
Restaurant revenue | 288 | 292 | 561 | 585 | |
Revenues from external customers | 288 | 292 | 561 | 585 | |
Interest and investment income, including realized gains and losses | (1) | 0 | (1) | (3) | |
Total revenues | 287 | 292 | 560 | 582 | |
Depreciation and amortization | 11 | 10 | 22 | 20 | |
Interest expense | 1 | 1 | 3 | 2 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (2) | 6 | (6) | 6 | |
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | (2) | 6 | (6) | 6 | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Earnings (loss) from continuing operations | (2) | 6 | (6) | 6 | |
Assets | 488 | 487 | 488 | 487 | |
Goodwill | 101 | 101 | 101 | 101 | |
Corporate and Other | Total FNF Group | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 132 | 59 | 197 | 92 | |
Restaurant revenue | 0 | 0 | 0 | 0 | |
Revenues from external customers | 132 | 59 | 197 | 92 | |
Interest and investment income, including realized gains and losses | (3) | (3) | (5) | (6) | |
Total revenues | 129 | 56 | 192 | 86 | |
Depreciation and amortization | 5 | 2 | 10 | 4 | |
Interest expense | 12 | 16 | 27 | 31 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (30) | (33) | (62) | (65) | |
Income tax expense (benefit) | (18) | (22) | (29) | (31) | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | (12) | (11) | (33) | (34) | |
Equity in (losses) earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 | |
Earnings (loss) from continuing operations | (12) | (11) | (33) | (34) | |
Assets | 682 | 404 | 682 | 404 | |
Goodwill | 216 | 45 | 216 | 45 | |
Corporate and Other | Total FNFV | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 42 | 40 | 91 | 78 | |
Restaurant revenue | 0 | 0 | 0 | 0 | |
Revenues from external customers | 42 | 40 | 91 | 78 | |
Interest and investment income, including realized gains and losses | 270 | 16 | 276 | 17 | |
Total revenues | 312 | 56 | 367 | 95 | |
Depreciation and amortization | 5 | 5 | 10 | 10 | |
Interest expense | 2 | 0 | 4 | 2 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 239 | 13 | 244 | 14 | |
Income tax expense (benefit) | 113 | 3 | 111 | 2 | |
Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates | 126 | 10 | 133 | 12 | |
Equity in (losses) earnings of unconsolidated affiliates | (4) | (4) | (8) | (5) | |
Earnings (loss) from continuing operations | 122 | 6 | 125 | 7 | |
Assets | 866 | 919 | 866 | 919 | |
Goodwill | $ 0 | $ 93 | $ 0 | $ 93 |
Segment Information - Narrative
Segment Information - Narrative (Details) - FNF Ventures Segment | Dec. 31, 2016 |
ABRH | |
Segment Reporting Information [Line Items] | |
Ownership interest | 55.00% |
OneDigital | |
Segment Reporting Information [Line Items] | |
Ownership interest | 96.00% |
Supplemental Cash Flow Inform55
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash paid for: | ||
Interest | $ 69 | $ 62 |
Income taxes | 202 | 140 |
Investing activities: | ||
Change in proceeds of sales of investments available for sale receivable in period | 3 | 21 |
Change in purchases of investments available for sale payable in period | (1) | 3 |
Additions to IT hardware financed through a lease | 0 | (10) |
Financing activities: | ||
Change in treasury stock purchases payable in period | 4 | (1) |
Change in accrual for unsettled debt service payments related to the Notes | 1 | 0 |
Change in accrual for the equity portion of unsettled repurchases of the Notes | 1 | 0 |
Borrowings to finance IT hardware additions | 0 | 10 |
Debt extinguished through the sale of OneDigital | $ 151 | $ 0 |