Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2018shares | |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2018 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q1 |
Entity Registrant Name | Fidelity National Financial, Inc. |
Entity Central Index Key | 1,331,875 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 274,588,956 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Investments: | ||
Fixed maturity securities available for sale, at fair value, at March 31, 2018 and December 31, 2017 includes pledged fixed maturity securities of $414 and $364, respectively, related to secured trust deposits | $ 1,782 | $ 1,816 |
Investments in unconsolidated affiliates | 155 | 150 |
Other long-term investments | 135 | 110 |
Short-term investments, at March 31, 2018 and December 31, 2017 includes short-term investments of $2 and $3 related to secured trust deposits, respectively | 346 | 295 |
Total investments | 3,411 | 3,371 |
Cash and cash equivalents, at March 31, 2018 and December 31, 2017 includes $420 and $475, respectively, of pledged cash related to secured trust deposits | 960 | 1,110 |
Trade and notes receivables, net of allowance of $18, at March 31, 2018 and December 31, 2017, respectively | 313 | 317 |
Goodwill | 2,747 | 2,746 |
Prepaid expenses and other assets | 412 | 398 |
Other intangible assets, net | 600 | 618 |
Title plants | 398 | 398 |
Property and equipment, net | 177 | 193 |
Total assets | 9,018 | 9,151 |
Liabilities: | ||
Accounts payable and accrued liabilities | 796 | 955 |
Notes payable | 748 | 759 |
Reserve for title claim losses | 1,486 | 1,490 |
Secured trust deposits | 825 | 830 |
Income taxes payable | 164 | 137 |
Deferred tax liability | 176 | 169 |
Total liabilities | 4,195 | 4,340 |
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 | 4,573 | 4,587 |
Retained earnings | 360 | 217 |
Accumulated other comprehensive (loss) earnings | (7) | 111 |
Less: Treasury stock, 13,289,502 shares and 13,286,567 shares as of March 31, 2018 and December 31, 2017, respectively, at cost | (468) | (468) |
Total Fidelity National Financial, Inc. shareholders’ equity | 4,458 | 4,447 |
Non-controlling interests | 21 | 20 |
Total equity | 4,479 | 4,467 |
Total liabilities, redeemable non-controlling interest and equity | 9,018 | 9,151 |
FNF Group Common Stock | ||
Equity: | ||
Common stock | 0 | 0 |
Preferred securities | ||
Investments: | ||
Available for sale, at fair value | 316 | 319 |
Equity securities | ||
Investments: | ||
Available for sale, at fair value | $ 677 | $ 681 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Pledged fixed maturity securities | $ 414 | $ 364 |
Short term investments, secured trust deposits | 2 | 3 |
Pledged cash, secured trust deposits | 420 | 475 |
Trade and notes receivables, allowance | $ 18 | $ 18 |
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) | 13,289,502 | 13,286,567 |
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) | 274,576,896 | 274,431,737 |
Common stock issued (in shares) | 287,866,398 | 287,718,304 |
ServiceLink Holdings, LLC | ||
Ownership interest | 21.00% | 21.00% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Direct title insurance premiums | $ 472 | $ 465 |
Agency title insurance premiums | 564 | 583 |
Escrow, title-related and other fees | 618 | 571 |
Interest and investment income | 38 | 28 |
Realized gains and losses, net | 1 | (4) |
Total revenues | 1,693 | 1,643 |
Expenses: | ||
Personnel costs | 607 | 569 |
Agent commissions | 431 | 446 |
Other operating expenses | 423 | 389 |
Depreciation and amortization | 47 | 43 |
Provision for title claim losses | 47 | 52 |
Interest expense | 11 | 16 |
Total expenses | 1,566 | 1,515 |
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 127 | 128 |
Income tax expense | 31 | 69 |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 96 | 59 |
Equity in earnings of unconsolidated affiliates | 2 | 1 |
Net earnings from continuing operations | 98 | 60 |
Net earnings (loss) from discontinued operations | 0 | 21 |
Net earnings | 98 | 81 |
Less: Net earnings attributable to non-controlling interests | 1 | 9 |
Net earnings attributable to common shareholders | 97 | 72 |
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||
Net earnings from continuing operations attributable to FNF Group common shareholders | 97 | 61 |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 0 | 10 |
Net earnings attributable to common shareholders | $ 97 | $ 72 |
Diluted | ||
Net earnings from continuing operations attributable to FNF Group common shareholders (in usd per share) | $ 0.35 | $ 0.22 |
Net earnings from discontinued operations attributable to FNF Group common shareholders (in usd per share) | $ 0 | $ 0.03 |
FNF Group Common Stock | ||
Expenses: | ||
Net earnings attributable to common shareholders | $ 97 | $ 71 |
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||
Net earnings attributable to common shareholders | $ 97 | $ 71 |
Basic | ||
Net earnings from continuing operations attributable to FNF Group common shareholders (in usd per share) | $ 0.36 | $ 0.22 |
Net earnings from discontinued operations attributable to FNF Group common shareholders (in usd per share) | 0 | 0.04 |
Net earnings per share (in usd per share) | 0.36 | 0.26 |
Diluted | ||
Net earnings per share (in usd per share) | $ 0.35 | $ 0.25 |
Weighted average shares outstanding, basic basis (in shares) | 273 | 271 |
Weighted average shares outstanding, diluted basis (in shares) | 280 | 279 |
Cash dividends paid per share FNF Group common stock (in usd per share) | $ 0.3 | $ 0.25 |
FNFV Group Common Stock | ||
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 1 | |
Basic | ||
Net earnings per share (in usd per share) | $ 0.02 | |
Diluted | ||
Net earnings per share (in usd per share) | $ 0.01 | |
Weighted average shares outstanding, basic basis (in shares) | 66 | |
Weighted average shares outstanding, diluted basis (in shares) | 68 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 98 | $ 81 | |
Other comprehensive (loss) earnings: | |||
Unrealized (loss) gain on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | (9) | 19 |
Unrealized gain on investments in unconsolidated affiliates | [2] | 3 | 7 |
Unrealized (loss) gain on foreign currency translation | [3] | (1) | 1 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [4] | (2) | (3) |
Other comprehensive (loss) earnings | (9) | 24 | |
Comprehensive earnings | 89 | 105 | |
Less: Comprehensive earnings attributable to non-controlling interests | 1 | 8 | |
Comprehensive earnings attributable to Fidelity National Financial Inc. Common Shareholders | 88 | 97 | |
FNF Group Common Stock | |||
Other comprehensive (loss) earnings: | |||
Comprehensive earnings attributable to Fidelity National Financial Inc. Common Shareholders | 88 | 97 | |
FNFV Group Common Stock | |||
Other comprehensive (loss) earnings: | |||
Comprehensive earnings attributable to Fidelity National Financial Inc. Common Shareholders | $ 0 | ||
[1] | Net of income tax (benefit) expense of $(3) million and $8 million for the three-month periods ended March 31, 2018 and 2017, respectively. | ||
[2] | Net of income tax expense of $1 million and $4 million for the three-month periods ended March 31, 2018 and 2017, respectively. | ||
[3] | Net of income tax (benefit) expense of less than $(1) million and $1 million for the three-month periods ended March 31, 2018 and 2017, respectively. | ||
[4] | Net of income tax expense of $1 million and $2 million for the three-month periods ended March 31, 2018 and 2017, respectively. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized (loss) gain on investments and other financial instruments, tax expenses | $ (3) | $ 8 |
Unrealized gain on investments in unconsolidated affiliates tax expense | 1 | 4 |
Unrealized (loss) gain foreign currency translation, tax expense (less than) | (1) | 1 |
Reclassification adjustment for change in unrealized gains and losses included in net earnings net of tax | $ 1 | $ 2 |
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, 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) | 0 | ||||||||
Exercise of stock options | 2 | 2 | |||||||
Other comprehensive earnings — unrealized losses on investments and other financial instruments | 18 | 19 | (1) | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 7 | [1] | 7 | ||||||
Other comprehensive earnings — unrealized losses on foreign currency translation | 1 | [2] | 1 | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | (3) | [3] | (3) | ||||||
Equity portion of debt conversions settled in cash | (56) | (56) | |||||||
Stock-based compensation | 10 | 9 | 1 | ||||||
Dividends declared | (68) | (68) | |||||||
Acquisitions of non-controlling interests | 2 | 2 | |||||||
Subsidiary dividends declared to non-controlling interests | (2) | (2) | |||||||
Net earnings | 81 | 72 | 9 | ||||||
Ending balance (in shares) at Mar. 31, 2017 | 27 | 285 | 81 | ||||||
Ending balance at Mar. 31, 2017 | 6,890 | 4,803 | 1,788 | 11 | $ (623) | 911 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2016 | 344 | ||||||||
Ending balance at Mar. 31, 2017 | 344 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment for cumulative effect for adoption of ASU 2016-01 | Accounting Standards Update 2016-01 | 19 | 128 | (109) | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 13 | 288 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | 4,467 | 4,587 | 217 | 111 | $ (468) | 20 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 0 | ||||||||
Exercise of stock options | 3 | 3 | |||||||
Other comprehensive earnings — unrealized losses on investments and other financial instruments | (9) | (9) | 0 | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 3 | [1] | 3 | ||||||
Other comprehensive earnings — unrealized losses on foreign currency translation | (1) | [2] | (1) | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | (2) | [3] | (2) | ||||||
Stock-based compensation | 7 | 7 | 0 | ||||||
Dividends declared | (82) | (82) | |||||||
Acquisitions of non-controlling interests | 2 | 2 | |||||||
Equity portion of debt conversions settled in cash | (24) | (24) | |||||||
Subsidiary dividends declared to non-controlling interests | (2) | (2) | |||||||
Net earnings | 98 | 97 | 1 | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 13 | 288 | 0 | ||||||
Ending balance at Mar. 31, 2018 | 4,479 | $ 4,573 | $ 360 | $ (7) | $ (468) | $ 21 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2017 | 344 | ||||||||
Ending balance at Mar. 31, 2018 | $ 344 | ||||||||
[1] | Net of income tax expense of $1 million and $4 million for the three-month periods ended March 31, 2018 and 2017, respectively. | ||||||||
[2] | Net of income tax (benefit) expense of less than $(1) million and $1 million for the three-month periods ended March 31, 2018 and 2017, respectively. | ||||||||
[3] | Net of income tax expense of $1 million and $2 million for the three-month periods ended March 31, 2018 and 2017, respectively. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net earnings | $ 98 | $ 81 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 47 | 112 |
Equity in (earnings) losses of unconsolidated affiliates | 2 | (2) |
Gain on sales of investments and other assets, net | (8) | (1) |
Impairment of assets | 0 | 2 |
Distributions from unconsolidated affiliates, return on investment | 1 | 0 |
Stock-based compensation cost | 7 | 10 |
Change in valuation of equity and preferred securities available for sale, net | 7 | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease in trade receivables | 6 | 15 |
Net increase in prepaid expenses and other assets | (14) | (41) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (150) | (236) |
Net decrease in reserve for title claim losses | (5) | (3) |
Net change in income taxes | 31 | 63 |
Net cash provided by operating activities | 18 | 4 |
Cash flows from investing activities: | ||
Proceeds from sales of investment securities | 189 | 105 |
Proceeds from calls and maturities of investment securities | 120 | 154 |
Proceeds from sales of property and equipment | 21 | 0 |
Additions to property and equipment and capitalized software | (20) | (46) |
Purchases of investment securities | (283) | (84) |
Net (purchases of) proceeds from short-term investment securities | (51) | 140 |
Additional investments in unconsolidated affiliates | (21) | (32) |
Distributions from unconsolidated affiliates, return of investment | 19 | 20 |
Net other investing activities | (1) | (1) |
Other acquisitions/disposals of businesses, net of cash acquired | (5) | (32) |
Net cash (used in) provided by investing activities | (32) | 224 |
Cash flows from financing activities: | ||
Borrowings | 0 | 50 |
Debt service payments | (15) | (69) |
Equity portion of debt conversions paid in cash | (31) | (44) |
Dividends paid | (82) | (68) |
Subsidiary dividends paid to non-controlling interest shareholders | (2) | (2) |
Exercise of stock options | 3 | 2 |
Net change in secured trust deposits | (5) | (112) |
Payment of contingent consideration for prior period acquisitions | (4) | (6) |
Net cash used in financing activities | (136) | (249) |
Net decrease in cash and cash equivalents | (150) | (21) |
Cash and cash equivalents at beginning of period | 1,110 | 1,323 |
Cash and cash equivalents at end of period | $ 960 | $ 1,302 |
Basis of Financial Statements
Basis of Financial Statements | 3 Months Ended |
Mar. 31, 2018 | |
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, 2017 . Certain reclassifications have been made in the 2017 Condensed Consolidated Financial Statements to conform to classifications used in 2018. Description of the Business We are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees and home warranty products and (ii) technology and transaction services to the real estate and mortgage industries. FNF is the nation’s largest title insurance company operating through its title insurance underwriters - Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Title"), 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. For information about our reportable segments refer to Note H Segment Information . Recent Developments On March 18, 2018, we signed a merger agreement (the "Merger Agreement") to acquire Stewart Information Services Corporation ("Stewart") (NYSE: STC) (the "Stewart Merger"), pursuant to which each share of Stewart common stock issued and outstanding immediately prior to the effective time of the Stewart Merger (other than shares owned by Stewart, its subsidiaries, FNF or the wholly-owned subsidiaries of FNF party to the Merger Agreement and shares in respect of which appraisal rights have been properly exercised and perfected under Delaware law), will be converted into the right to receive, at the election of the holder of such share, (i) $50.00 in cash, (ii) 1.2850 shares of FNF Group common stock, or (iii) $25.00 in cash and 0.6425 shares of FNF Group common stock, subject to potential adjustment (as described below) and proration to the extent the option to receive cash or the option to receive stock is oversubscribed. Under the terms of the Merger Agreement, if the combined company is required to divest assets or businesses for which 2017 annual revenues exceed $75 million , up to a cap of $225 million , in order to receive required regulatory approvals, the purchase price will be adjusted down on a pro-rata basis to a minimum purchase price of $45.50 per share of common stock of Stewart. If the Stewart Merger is not completed for failure to obtain the required regulatory approvals, we are required to pay a reverse break-up fee of $50 million to Stewart. FNF currently intends to fund the $1.2 billion purchase price through a combination of cash on hand at FNF, debt financing and the issuance of FNF common stock to Stewart stockholders. Including the assumption of $109 million of Stewart debt, pro forma debt to total capital is expected to be no more than approximately 20% at the close of the transaction. The closing of the Stewart Merger is subject to certain closing conditions, including Stewart stockholder approval, federal and state regulatory approvals and the satisfaction of other customary closing conditions. Closing of the Stewart Merger is expected in the first or second quarter of 2019. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders in a given period by the weighted average number of common shares outstanding during such period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain stock options, shares of restricted stock, convertible debt instruments and certain other convertible share based payments which have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. 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-month period ended March 31, 2018 . There were 2 million antidilutive options outstanding during the three-month period ended March 31, 2017. Income Tax On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). Among other provisions, the Tax Reform Act reduced the Federal statutory corporate income tax rate from 35% to 21% and limited or eliminated certain deductions. Our effective tax rate was 24.4% and 54.4% in the three months ended March 31, 2018 and 2017, respectively. The decrease was primarily attributable to the Tax Reform Act and increased tax expense of $21 million in the 2017 period resulting from a change in judgment of the tax deductibility of legal settlements finalized in the period. SEC Staff Accounting Bulletin No. 118 ("SAB 118"), has provided guidance for companies that have not completed their accounting for the income tax effects of the Tax Reform Act in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. As of March 31, 2018 , we have not completed our accounting for the tax effects of the enactment of the Tax Reform Act, however, we have made a reasonable estimate of the effects on our deferred tax balances. In other cases, we have not been able to make a reasonable estimate and will continue to analyze the Tax Reform Act in order to finalize any related impacts within the measurement period. Discontinued Operations On November 17, 2017, we completed our previously announced split-off (the “FNFV Split-Off”) of our former wholly-owned subsidiary Cannae Holdings, Inc. (“Cannae”) which consisted of the businesses, assets and liabilities formerly attributed to our FNF Ventures ("FNFV") Group including Ceridian Holding, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. The FNFV Split-Off was accomplished by the Company's redemption (the “Redemption”) of all of the outstanding shares of FNFV Group common stock, par value $0.0001 per share (“FNFV common stock”) for outstanding shares of common stock of Cannae, par value $0.0001 per share (“Cannae common stock”), amounting to a redemption of each outstanding share of FNFV common stock for one share of Cannae common stock, as of November 17, 2017. As a result of the FNFV Split-Off, Cannae is a separate, publicly traded company (NYSE: CNNE) as of November 20, 2017. All of the Company’s core title insurance, real estate, technology and mortgage related businesses, assets and liabilities currently attributed to the Company’s FNF Group common stock that are not held by Cannae remain with the Company. As a result of the FNFV Split-Off, the financial results of FNFV Group have been reclassified to discontinued operations for the three months ended March 31, 2017. On September 29, 2017 we completed our tax-free distribution, to FNF Group shareholders, of all 83.3 million shares of New BKH Corp. ("New BKH") common stock that we previously owned (the “BK Distribution”). Immediately following the BK Distribution, New BKH and Black Knight Financial Services, Inc. ("Black Knight") engaged in a series of transactions resulting in the formation of a new publicly traded holding company, Black Knight, Inc. ("New Black Knight"). Holders of FNF Group common stock received approximately 0.30663 shares of New Black Knight common stock for every one share of FNF Group common stock held at the close of business on September 20, 2017, the record date for the BK Distribution. New Black Knight's common stock is now listed under the symbol “BKI” on the New York Stock Exchange. The BK Distribution is expected to generally be tax-free to FNF Group shareholders for U.S. federal income tax purposes, except to the extent of any cash received in lieu of New Black Knight's fractional shares. As a result of the BK Distribution, the financial results of Black Knight have been reclassified to discontinued operations for the three months ended March 31, 2017. See Note K. Discontinued Operations for further details of the results of FNFV and Black Knight. 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 adopted these revenue standards on January 1, 2018 using the modified retrospective approach. As there was no impact to our historical revenue recognition, we did not record a cumulative-effect adjustment to the opening balance of retained earnings in the current year. See Note J. Revenue Recognition for further discussion of our revenue. Other Adopted 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 adopted this new guidance on January 1, 2018, which resulted in the reclassification of our unrealized gains and losses on our equity and preferred securities available for sale previously included in accumulated other comprehensive income to beginning retained earnings. Changes in the fair value of our investments in equity and preferred securities subsequent to January 1, 2018 are now included in our earnings from continuing operations. We reclassified a total of $109 million from Accumulated other comprehensive income to beginning Retained earnings as of January 1, 2018. The total cumulative effect on opening equity, including an increase in Retained earnings of $19 million attributable to an increase in value of certain Other long term investments resulting from recording at fair value, was an increase in Retained earnings of $128 million and decrease in Accumulated other comprehensive income of $109 million . 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 previously excluded 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. The ASU requires retrospective application to all prior periods presented upon adoption. We adopted this ASU on January 1, 2018. The adoption of this ASU resulted in the following retrospective changes to our Statement of Cash Flows for the three months ended March 31, 2017: an increase in the net change in cash and cash equivalents of $67 million due to the inclusion of the change in our cash pledged against secured trust deposits, an increase in investing cash inflow of $179 million related to the movement of cash paid for investments pledged against secured trust deposits from operating to investing activities, and an increase in financing cash outflow of $112 million related to the movement of the change in secured trust deposits from operating to financing activities. Other Pronouncements Not Yet Adopted 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 resulting from applying the fair value measurement, 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 fixed maturity 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 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. |
Summary of Reserve for Claims L
Summary of Reserve for Claims Losses | 3 Months Ended |
Mar. 31, 2018 | |
Insurance [Abstract] | |
Summary of Reserve for Claims Losses | Summary of Reserve for Claim Losses A summary of the reserve for claim losses follows: Three months ended March 31, 2018 2017 (Dollars in millions) Beginning balance $ 1,490 $ 1,487 Change in reinsurance recoverable — (4 ) Claim loss provision related to: Current year 47 51 Prior years — 1 Total title claim loss provision 47 52 Claims paid, net of recoupments related to: Current year (1 ) (1 ) Prior years (50 ) (50 ) Total title claims paid, net of recoupments (51 ) (51 ) Ending balance of claim loss reserve for title insurance $ 1,486 $ 1,484 Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 5.0 % We continually update loss reserve estimates as new information becomes known, new loss patterns emerge, or as other contributing factors are considered and incorporated into the analysis of reserve for claim losses. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that our recorded reserves may fall outside a reasonable range of our actuary's central estimate, which may require additional reserve adjustments in future periods. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 , respectively: March 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 245 $ — $ 245 State and political subdivisions — 230 — 230 Corporate debt securities — 1,183 13 1,196 Mortgage-backed/asset-backed securities — 53 — 53 Foreign government bonds — 58 — 58 Preferred securities 23 293 — 316 Equity securities 677 — — 677 Other long-term investments — — 101 101 Total assets $ 700 $ 2,062 $ 114 $ 2,876 December 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 195 $ — $ 195 State and political subdivisions — 391 — 391 Corporate debt securities — 1,117 — 1,117 Mortgage-backed/asset-backed securities — 56 — 56 Foreign government bonds — 57 — 57 Preferred securities 23 296 — 319 Equity securities 681 — — 681 Total assets $ 704 $ 2,112 $ — $ 2,816 Our Level 2 fair value measures for preferred securities and fixed-maturity securities available for sale are provided by a third-party pricing service. We utilize one firm for our preferred stock and our bond portfolios . The pricing service is a leading global provider of financial market data, analytics and related services to financial institutions. 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, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news. • 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. • Mortgage-backed/asset-backed securities: These securities are comprised of commercial mortgage-backed securities, 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. • Preferred securities: Preferred securities are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data. In conjunction with our adoption of ASU No. 2016-01, beginning January 1, 2018, we began recording certain equity investments included in other long term investments at fair value which were previously accounted for as cost method investments. See discussion of Recent Accounting Pronouncements in Note A. Basis of Financial Statements for further information on the impact of the adoption of ASU No. 2016-01. Our Level 3 fair value measures for other long term investments are provided by a third-party pricing service. We utilize one firm to value our Level 3 other long term investment. The pricing service is a leading global provider of financial market data, analytics and related services to financial institutions. We utilize the income approach and a discounted cash flow analysis in determining the fair value of our Level 3 other long term investment. The primary unobservable input utilized in this pricing methodology is the discount rate used which is determined based on underwriting yield, credit spreads, yields on benchmark indices, and comparable public company debt. The discount rate used in our determination of the fair value of our Level 3 other long term investment as of March 31, 2018 was 8.0% . Based on the total fair value of our Level 3 other long term investment as of March 31, 2018, changes in the discount rate utilized will not result in a fair value significantly different than the amount recorded. The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three months ended March 31, 2018. March 31, 2018 Other long-term Corporate debt investments securities Total (In millions) Fair value, December 31, 2017 $ — $ — $ — Fair value of assets associated with the adoption of ASU 2016-01 100 — 100 Transfers from Level 2 — 13 13 Paid-in-kind dividends 1 — 1 Total $ 101 $ 13 $ 114 Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. For the three months ended March 31, 2018, transfers between Level 2 and Level 3 were based on changes in significance of unobservable inputs used associated with a change in the valuation technique used for certain of the Company’s corporate debt securities and are not considered material to the Company's financial position or results of operations. The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period. We recorded no realized or unrealized gains or losses in net earnings or other comprehensive (loss) earnings related to the change in fair value or sales of assets measured using Level 3 inputs in the three months ended March 31, 2018 or 2017. As of December 31, 2017 and March 31, 2017, 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 | 3 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The carrying amounts and fair values of our available for sale securities at March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 245 $ 247 $ — $ (2 ) $ 245 State and political subdivisions 230 227 3 — 230 Corporate debt securities 1,196 1,201 6 (11 ) 1,196 Mortgage-backed/asset-backed securities 53 53 1 (1 ) 53 Foreign government bonds 58 60 — (2 ) 58 Total $ 1,782 $ 1,788 $ 10 $ (16 ) $ 1,782 December 31, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 195 $ 196 $ — $ (1 ) $ 195 State and political subdivisions 391 387 4 — 391 Corporate debt securities 1,117 1,110 11 (4 ) 1,117 Mortgage-backed/asset-backed securities 56 55 1 — 56 Foreign government bonds 57 58 1 (2 ) 57 Preferred securities 319 307 12 — 319 Equity securities 681 517 172 (8 ) 681 Total $ 2,816 $ 2,630 $ 201 $ (15 ) $ 2,816 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or accreted discount since the date of purchase. In conjunction with our adoption of ASU No. 2016-01, beginning January 1, 2018, unrealized gains and losses on equity and preferred securities are included in Realized gains and losses, net on the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2018. Accordingly, they are excluded from the table as of March 31, 2018 above. Refer to discussion under Recent Accounting Pronouncements included in Note A. Basis of Financial Statements for further discussion of the effects of the adoption of ASU 2016-01. The following table presents certain information regarding contractual maturities of our fixed maturity securities at March 31, 2018 : March 31, 2018 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 445 25 % $ 444 25 % After one year through five years 1,269 71 1,264 71 After five years through ten years 16 1 16 1 After ten years 5 — 5 — Mortgage-backed/asset-backed securities 53 3 53 3 Total $ 1,788 100 % $ 1,782 100 % Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Because of the potential for prepayment on mortgage-backed and asset-backed securities, they are not categorized by contractual maturity. Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018 and December 31, 2017 , were as follows (in millions): March 31, 2018 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses U.S. government and agencies $ 210 $ (2 ) $ — $ — $ 210 $ (2 ) Corporate debt securities 830 (8 ) 44 (3 ) 874 (11 ) Foreign government bonds 19 (1 ) 7 (1 ) 26 (2 ) Mortgage-backed/asset-backed securities 29 (1 ) — — 29 (1 ) Total temporarily impaired securities $ 1,088 $ (12 ) $ 51 $ (4 ) $ 1,139 $ (16 ) December 31, 2017 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses U.S. government and agencies $ 149 $ (1 ) $ — $ — $ 149 $ (1 ) Corporate debt securities 464 (3 ) 51 (1 ) 515 (4 ) Foreign government bonds — — 10 (2 ) 10 (2 ) Equity securities 121 (7 ) 5 (1 ) 126 (8 ) Total temporarily impaired securities $ 734 $ (11 ) $ 66 $ (4 ) $ 800 $ (15 ) We recorded no impairment charges relating to investments during the three-month periods ended March 31, 2018 or 2017. As of March 31, 2018 and December 31, 2017, we held no investment securities for which an other-than-temporary impairment had been previously recognized. It is possible that future events may lead us to recognize impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our condensed consolidated financial statements. The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three-month periods ended March 31, 2018 and 2017 , respectively: Three months ended March 31, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ — $ 3 $ 298 Valuation losses on equity securities (4 ) — Valuation losses on preferred securities (3 ) — Property and equipment 5 21 Total $ 1 $ 319 Three months ended March 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ (3 ) $ — $ 236 Loss on debt redemptions (2 ) — Other assets (2 ) — Total $ (4 ) $ 236 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: March 31, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 $ 398 $ 397 Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 53 65 Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable quarterly at LIBOR + 1.40% (3.12% at March 31, 2018) 295 295 Other 2 2 $ 748 $ 759 At March 31, 2018 , the estimated fair value of our long-term debt was approximately $899 million , which was $144 million higher than its carrying value, excluding $7 million of net unamortized debt issuance costs and premium/discount. The fair value of our unsecured notes payable was $597 million as of March 31, 2018 . The fair values of our unsecured notes payable are based on established market prices for the securities on March 31, 2018 and are considered Level 2 financial liabilities. The carrying value of the Revolving Credit Facility approximates fair value at March 31, 2018 , as it is a variable rate instrument with a short reset period (monthly) which reflects current market rates. The revolving credit facilities are considered Level 2 financial liabilities. 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 Existing Credit Agreement was amended (the "Restated Credit Agreement").The material terms of the Revolving Credit Facility are set forth in our Annual Report for the year ended December 31, 2017. As of March 31, 2018 , 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, 2017. 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, 2017. Beginning October 1, 2013, these notes are convertible under the 130% Sale Price Condition described in our Annual Report. During the three months ended March 31, 2018 , we repurchased Notes with aggregate principal of $16 million for $47 million . Upon maturity of the Notes in August 2018, we expect to settle in cash, pay approximately $163 million , and record a gain of approximately $6 million based on stock prices and conversion rates as of March 31, 2018. Gross principal maturities of notes payable at March 31, 2018 are as follows (in millions): 2018 (remaining) $ 54 2019 — 2020 1 2021 — 2022 700 Thereafter — $ 755 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
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. 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 $11 million and $2 million as of March 31, 2018 and December 31, 2017 , respectively. 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): 2018 (remaining) $ 115 2019 135 2020 106 2021 78 2022 53 Thereafter 51 Total future minimum operating lease payments $ 538 |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Dividends | Dividends On May 2, 2018 , our Board of Directors declared cash dividends of $ 0.30 per share, payable on June 29, 2018 , to FNF common shareholders of record as of June 15, 2018 . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended March 31, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 1,036 $ — $ 1,036 Other revenues 516 102 618 Revenues from external customers 1,552 102 1,654 Interest and investment income, including realized gains and losses 38 1 39 Total revenues 1,590 103 1,693 Depreciation and amortization 40 7 47 Interest expense — 11 11 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 163 (36 ) 127 Income tax expense (benefit) 40 (9 ) 31 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 123 (27 ) 96 Equity in earnings of unconsolidated affiliates 1 1 2 Earnings (loss) from continuing operations $ 124 $ (26 ) $ 98 Assets $ 8,276 $ 742 $ 9,018 Goodwill 2,434 313 2,747 As of and for the three months ended March 31, 2017 : Title Corporate and Other Total Title premiums $ 1,048 $ — $ 1,048 Other revenues 496 75 571 Revenues from external customers 1,544 75 1,619 Interest and investment income, including realized gains and losses 26 (2 ) 24 Total revenues 1,570 73 1,643 Depreciation and amortization 38 5 43 Interest expense — 16 16 Earnings (loss) from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates 151 (23 ) 128 Income tax expense (benefit) 78 (9 ) 69 Earnings (loss) from continuing operations, before equity in earnings (losses) of unconsolidated affiliates 73 (14 ) 59 Equity in earnings (losses) of unconsolidated affiliates 2 (1 ) 1 Earnings (loss) from continuing operations $ 75 $ (15 ) $ 60 Assets $ 8,264 $ 5,914 $ 14,178 Goodwill 2,347 215 2,562 The activities in our segments include the following: • 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, 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. • Corporate and Other. This segment consists of the operations of the parent holding company, our various real estate brokerage businesses, and our real estate technology subsidiaries. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment, as well as the assets of discontinued operations of Black Knight and FNFV as of March 31, 2017. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following supplemental cash flow information is provided with respect to certain non-cash investing and financing activities. Three months ended March 31, 2018 2017 Cash paid for: Interest $ 15 $ 30 Income taxes 2 14 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 11 $ (9 ) Change in purchases of investments available for sale payable in period (4 ) 1 Financing activities: Accrual for unsettled debt service payments related to the Notes $ — $ 9 Accrual for the equity portion of unsettled repurchases of the Notes — 12 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted ASC Topic 606 by applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have an impact on the recognition of our primary sources of revenue, direct and agency title premiums, as those revenue streams are subject to the accounting and reporting requirements under ASC Topic 944. Timing of recognition of substantially all of our remaining revenue was also not impacted and we therefore did not record any cumulative effect adjustment to opening equity. Disaggregation of Revenue Our revenue consists of: Three months ended March 31, 2018 2017 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Title insurance premiums Direct title insurance premiums; Title $ 1,036 $ 1,048 Home warranty Escrow, title-related and other fees Title 45 41 Total revenue from insurance contracts 1,081 1,089 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 183 174 Other title-related fees and income Escrow, title-related and other fees Title 140 138 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 94 106 Real estate brokerage Escrow, title-related and other fees Corporate and other 76 57 Real estate technology Escrow, title-related and other fees Corporate and other 25 15 Other Escrow, title-related and other fees Corporate and other 2 2 Total revenue from contracts with customers 520 492 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 53 38 Interest and investment income Interest and investment income Various 38 28 Realized gains and losses, net Realized gains and losses, net Various 1 (4 ) Total revenues Total revenues 1,693 1,643 Our Direct title insurance premiums are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete and the agent has been invoiced. Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Contracts are one year in length and revenue is recognized ratably over the term of the contract. Escrow fees and Other title-related fees and income in our Title segment are closely related to Direct title insurance premiums and are primarily associated with managing the closing of real estate transactions including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and home inspection services, and other real estate or title related activities. Revenue is primarily recognized upon closing of the underlying real estate transaction or completion of services. Cash associated with such revenue is typically collected at closing. Revenues from our ServiceLink subsidiary, excluding its title premiums, escrow fees, and loan subservicing fees primarily include revenues from real estate appraisal services and foreclosure processing and facilitation services. Revenues from real estate appraisal services are recognized when all appraisal work is complete, a final report is issued to the client and the client is billed. Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete. Real estate brokerage revenues are primarily comprised of commission revenues earned in association with the facilitation of real estate transactions and are recognized upon closing of the sale of the underlying real estate transaction. Real estate technology revenues are primarily comprised of subscription fees for use of software provided to real estate professionals. Subscriptions are only offered on a month-by-month basis and fees are billed monthly. Revenue is recognized in the month services are provided. Loan subservicing revenues are generated by certain subsidiaries of ServiceLink and are associated with the servicing of mortgage loans on behalf of its customers. Revenue is recognized when the underlying work is performed and billed. Loan subservicing revenues are subject to the recognition requirements of ASC Topic 860. Interest and investment income consists primarily of interest payments received on fixed maturity security holdings and dividends received on equity and preferred security holdings. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, primarily related to revenue from our home warranty business, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Contract Balances The following table provides information about receivables and deferred revenue: March 31, December 31, 2018 2017 (In millions) Trade receivables $ 288 $ 292 Deferred revenue (contract liabilities) 102 107 Deferred revenue is recorded primarily for our home warranty contracts. Revenues from home warranty products are recognized over the life of the policy, which is one year. The unrecognized portion is recorded as deferred revenue in accounts payable and other accrued liabilities in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2018, we recognized $46 million of revenue which was included in deferred revenue at the beginning of the period. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Black Knight As a result of the BK Distribution, we have reclassified the financial results of Black Knight to discontinued operations for all periods presented in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2017. We retained no ownership in Black Knight. Subsequent to the BK Distribution, Black Knight is considered a related party to FNF. We have various agreements with Black Knight to provide technology, data and analytics services, as well as corporate shared services and information technology. We are also a party to certain other agreements under which we incur other expenses or receive revenues from Black Knight. We expect to continue utilizing Black Knight to provide technology and data and analytics services for the foreseeable future. The cash inflows and outflows from and to Black Knight as well as revenues and expenses included in continuing operations in the three months ended March 31, 2018 which were previously eliminated in our condensed consolidated financial statements as intra-entity transactions are not material to our results of operations. A reconciliation of the operations of Black Knight to the Statement of Operations is shown below (in millions): Three months ended March 31, 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 248 Realized gains and losses, net (2 ) Total revenues 246 Expenses: Personnel costs 101 Other operating expenses 45 Depreciation and amortization 53 Interest expense 15 Total expenses 214 Earnings from discontinued operations before income taxes 32 Income tax expense 10 Net earnings from discontinued operations 22 Less: Net earnings attributable to non-controlling interests 12 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 10 Cash flow from discontinued operations data: Net cash provided by operations $ 49 Net cash used in investing activities (16 ) FNFV As a result of the FNFV Split-Off we have reclassified the financial results of FNFV Group to discontinued operations for the three months ended March 31, 2017 in our Consolidated Statements of Earnings. Subsequent to the FNFV Split-Off, Cannae is considered a related party to FNF. The cash inflows and outflows from and to Cannae as well as revenues and expenses included in continuing operations in the three months ended March 31, 2018 which were previously eliminated in our condensed consolidated financial statements as intra-entity transactions, are not material to our results of operations. In conjunction with the FNFV Split-Off, FNTIC, Chicago Title, and Commonwealth Title contributed an aggregate of $100 million to Cannae in exchange for 5,706,134 shares of Cannae common stock. As of March 31, 2018, we own approximately 8.1% of Cannae's outstanding common equity. In addition, we issued to Cannae a revolver note (the "Cannae Revolver") in the aggregate principal amount of up to $100 million , which accrues interest at LIBOR plus 450 basis points and matures on the five -year anniversary of the date of the Cannae Revolver. The maturity date is automatically extended for additional five -year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. As of March 31, 2018, there is no outstanding balance under the Cannae Revolver. In connection with the FNFV Split-Off, the following material agreements were entered into by and between the Company and Cannae (the “Split-Off Agreements”): • a Reorganization Agreement, dated as of November 17, 2017, by and between the Company and Cannae, which provides for, among other things, the principal corporate transactions required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between the Company and Cannae with respect to and resulting from the Split-Off; • a Tax Matters Agreement, dated as of November 17, 2017, by and between the Company and Cannae, which governs the Company’s and Cannae’s respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters; and • a Voting Agreement, dated as of November 17, 2017, by and between the Company and Cannae, pursuant to which the Company agrees to appear or cause all shares of Cannae common stock that the Company or its subsidiaries, as applicable, own after the Split-Off to be counted as present at any meeting of the stockholders of Cannae for the purpose of establishing a quorum, and agrees to vote all of such shares of Cannae common stock (or cause them to be voted) in the same manner as, and in the same proportion to, all shares voted by holders of Cannae common stock (other than the Company and its subsidiaries). A summary of the operations of FNFV included in discontinued operations is shown below: Three months ended March 31, 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 49 Restaurant revenue 273 Interest and investment income 1 Realized gains and losses, net 5 Total revenues 328 Expenses: Personnel costs 46 Other operating expenses 25 Cost of restaurant revenue 236 Depreciation and amortization 16 Interest expense 4 Total expenses 327 Earnings from discontinued operations before income taxes 1 Income tax expense (2 ) Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates 3 Equity in (losses) earnings of unconsolidated affiliates (4 ) Net earnings (loss) from discontinued operations (1 ) Less: Net earnings attributable to non-controlling interests (2 ) Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 1 Cash flow from discontinued operations data: Net cash provided by operations $ 15 Net cash used in investing activities (27 ) Reconciliation to Consolidated Financial Statements A reconciliation of the net earnings of Black Knight and FNFV to the Statement of Earnings is shown below: Three months ended March 31, 2017 (Unaudited) Earnings from discontinued operations attributable to Black Knight $ 22 Loss from discontinued operations attributable to FNFV (1 ) Net earnings from discontinued operations, net of tax $ 21 |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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. 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 adopted these revenue standards on January 1, 2018 using the modified retrospective approach. As there was no impact to our historical revenue recognition, we did not record a cumulative-effect adjustment to the opening balance of retained earnings in the current year. See Note J. Revenue Recognition for further discussion of our revenue. Other Adopted 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 adopted this new guidance on January 1, 2018, which resulted in the reclassification of our unrealized gains and losses on our equity and preferred securities available for sale previously included in accumulated other comprehensive income to beginning retained earnings. Changes in the fair value of our investments in equity and preferred securities subsequent to January 1, 2018 are now included in our earnings from continuing operations. We reclassified a total of $109 million from Accumulated other comprehensive income to beginning Retained earnings as of January 1, 2018. The total cumulative effect on opening equity, including an increase in Retained earnings of $19 million attributable to an increase in value of certain Other long term investments resulting from recording at fair value, was an increase in Retained earnings of $128 million and decrease in Accumulated other comprehensive income of $109 million . 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 previously excluded 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. The ASU requires retrospective application to all prior periods presented upon adoption. We adopted this ASU on January 1, 2018. The adoption of this ASU resulted in the following retrospective changes to our Statement of Cash Flows for the three months ended March 31, 2017: an increase in the net change in cash and cash equivalents of $67 million due to the inclusion of the change in our cash pledged against secured trust deposits, an increase in investing cash inflow of $179 million related to the movement of cash paid for investments pledged against secured trust deposits from operating to investing activities, and an increase in financing cash outflow of $112 million related to the movement of the change in secured trust deposits from operating to financing activities. Other Pronouncements Not Yet Adopted 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 resulting from applying the fair value measurement, 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 fixed maturity 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 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. On January 1, 2018, we adopted ASC Topic 606 by applying the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC Topic 606 did not have an impact on the recognition of our primary sources of revenue, direct and agency title premiums, as those revenue streams are subject to the accounting and reporting requirements under ASC Topic 944. Timing of recognition of substantially all of our remaining revenue was also not impacted and we therefore did not record any cumulative effect adjustment to opening equity. |
Insurance Premiums Revenue Recognition | Our Direct title insurance premiums are recognized as revenue at the time of closing of the underlying transaction as the earnings process is then considered complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete and the agent has been invoiced. Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Contracts are one year in length and revenue is recognized ratably over the term of the contract. |
Revenue Recognition, Services, Real Estate Transactions | Escrow fees and Other title-related fees and income in our Title segment are closely related to Direct title insurance premiums and are primarily associated with managing the closing of real estate transactions including the processing of funds on behalf of the transaction participants, gathering and recording the required closing documents, providing notary and home inspection services, and other real estate or title related activities. Revenue is primarily recognized upon closing of the underlying real estate transaction or completion of services. Cash associated with such revenue is typically collected at closing. Revenues from our ServiceLink subsidiary, excluding its title premiums, escrow fees, and loan subservicing fees primarily include revenues from real estate appraisal services and foreclosure processing and facilitation services. Revenues from real estate appraisal services are recognized when all appraisal work is complete, a final report is issued to the client and the client is billed. Revenues from foreclosure processing and facilitation services are primarily recognized upon completion of the services and when billing to the client is complete. Real estate brokerage revenues are primarily comprised of commission revenues earned in association with the facilitation of real estate transactions and are recognized upon closing of the sale of the underlying real estate transaction. Real estate technology revenues are primarily comprised of subscription fees for use of software provided to real estate professionals. Subscriptions are only offered on a month-by-month basis and fees are billed monthly. Revenue is recognized in the month services are provided. Loan subservicing revenues are generated by certain subsidiaries of ServiceLink and are associated with the servicing of mortgage loans on behalf of its customers. Revenue is recognized when the underlying work is performed and billed. Loan subservicing revenues are subject to the recognition requirements of ASC Topic 860. |
Revenue Recognition, Other | Interest and investment income consists primarily of interest payments received on fixed maturity security holdings and dividends received on equity and preferred security holdings. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, primarily related to revenue from our home warranty business, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Summary of Reserve for Claims21
Summary of Reserve for Claims Losses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Insurance [Abstract] | |
Summary of the Reserve for Claim Losses | A summary of the reserve for claim losses follows: Three months ended March 31, 2018 2017 (Dollars in millions) Beginning balance $ 1,490 $ 1,487 Change in reinsurance recoverable — (4 ) Claim loss provision related to: Current year 47 51 Prior years — 1 Total title claim loss provision 47 52 Claims paid, net of recoupments related to: Current year (1 ) (1 ) Prior years (50 ) (50 ) Total title claims paid, net of recoupments (51 ) (51 ) Ending balance of claim loss reserve for title insurance $ 1,486 $ 1,484 Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 5.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 , respectively: March 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 245 $ — $ 245 State and political subdivisions — 230 — 230 Corporate debt securities — 1,183 13 1,196 Mortgage-backed/asset-backed securities — 53 — 53 Foreign government bonds — 58 — 58 Preferred securities 23 293 — 316 Equity securities 677 — — 677 Other long-term investments — — 101 101 Total assets $ 700 $ 2,062 $ 114 $ 2,876 December 31, 2017 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 195 $ — $ 195 State and political subdivisions — 391 — 391 Corporate debt securities — 1,117 — 1,117 Mortgage-backed/asset-backed securities — 56 — 56 Foreign government bonds — 57 — 57 Preferred securities 23 296 — 319 Equity securities 681 — — 681 Total assets $ 704 $ 2,112 $ — $ 2,816 |
Fair Values of Level 3 Assets Measured on Recurring Basis | The following table presents a summary of the changes in the fair values of Level 3 assets, measured on a recurring basis, for the three months ended March 31, 2018. March 31, 2018 Other long-term Corporate debt investments securities Total (In millions) Fair value, December 31, 2017 $ — $ — $ — Fair value of assets associated with the adoption of ASU 2016-01 100 — 100 Transfers from Level 2 — 13 13 Paid-in-kind dividends 1 — 1 Total $ 101 $ 13 $ 114 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Carrying Amount and Fair Value of Available-for-sale Securities | The carrying amounts and fair values of our available for sale securities at March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 245 $ 247 $ — $ (2 ) $ 245 State and political subdivisions 230 227 3 — 230 Corporate debt securities 1,196 1,201 6 (11 ) 1,196 Mortgage-backed/asset-backed securities 53 53 1 (1 ) 53 Foreign government bonds 58 60 — (2 ) 58 Total $ 1,782 $ 1,788 $ 10 $ (16 ) $ 1,782 December 31, 2017 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 195 $ 196 $ — $ (1 ) $ 195 State and political subdivisions 391 387 4 — 391 Corporate debt securities 1,117 1,110 11 (4 ) 1,117 Mortgage-backed/asset-backed securities 56 55 1 — 56 Foreign government bonds 57 58 1 (2 ) 57 Preferred securities 319 307 12 — 319 Equity securities 681 517 172 (8 ) 681 Total $ 2,816 $ 2,630 $ 201 $ (15 ) $ 2,816 |
Investments Classified by Contractual Maturity Dates | The following table presents certain information regarding contractual maturities of our fixed maturity securities at March 31, 2018 : March 31, 2018 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 445 25 % $ 444 25 % After one year through five years 1,269 71 1,264 71 After five years through ten years 16 1 16 1 After ten years 5 — 5 — Mortgage-backed/asset-backed securities 53 3 53 3 Total $ 1,788 100 % $ 1,782 100 % |
Schedule of Temporary Impairment Losses, Investments | Net unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018 and December 31, 2017 , were as follows (in millions): March 31, 2018 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses U.S. government and agencies $ 210 $ (2 ) $ — $ — $ 210 $ (2 ) Corporate debt securities 830 (8 ) 44 (3 ) 874 (11 ) Foreign government bonds 19 (1 ) 7 (1 ) 26 (2 ) Mortgage-backed/asset-backed securities 29 (1 ) — — 29 (1 ) Total temporarily impaired securities $ 1,088 $ (12 ) $ 51 $ (4 ) $ 1,139 $ (16 ) December 31, 2017 Less than 12 Months 12 Months or Longer Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses U.S. government and agencies $ 149 $ (1 ) $ — $ — $ 149 $ (1 ) Corporate debt securities 464 (3 ) 51 (1 ) 515 (4 ) Foreign government bonds — — 10 (2 ) 10 (2 ) Equity securities 121 (7 ) 5 (1 ) 126 (8 ) Total temporarily impaired securities $ 734 $ (11 ) $ 66 $ (4 ) $ 800 $ (15 ) |
Realized Gains and Losses and Proceeds From Sales on Investments and Other Assets | The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three-month periods ended March 31, 2018 and 2017 , respectively: Three months ended March 31, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ — $ 3 $ 298 Valuation losses on equity securities (4 ) — Valuation losses on preferred securities (3 ) — Property and equipment 5 21 Total $ 1 $ 319 Three months ended March 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 3 $ (3 ) $ — $ 236 Loss on debt redemptions (2 ) — Other assets (2 ) — Total $ (4 ) $ 236 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: March 31, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 $ 398 $ 397 Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 53 65 Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable quarterly at LIBOR + 1.40% (3.12% at March 31, 2018) 295 295 Other 2 2 $ 748 $ 759 |
Schedule of Principal Maturities of Notes Payable | Gross principal maturities of notes payable at March 31, 2018 are as follows (in millions): 2018 (remaining) $ 54 2019 — 2020 1 2021 — 2022 700 Thereafter — $ 755 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Future minimum operating lease payments are as follows (in millions): 2018 (remaining) $ 115 2019 135 2020 106 2021 78 2022 53 Thereafter 51 Total future minimum operating lease payments $ 538 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | As of and for the three months ended March 31, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 1,036 $ — $ 1,036 Other revenues 516 102 618 Revenues from external customers 1,552 102 1,654 Interest and investment income, including realized gains and losses 38 1 39 Total revenues 1,590 103 1,693 Depreciation and amortization 40 7 47 Interest expense — 11 11 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 163 (36 ) 127 Income tax expense (benefit) 40 (9 ) 31 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 123 (27 ) 96 Equity in earnings of unconsolidated affiliates 1 1 2 Earnings (loss) from continuing operations $ 124 $ (26 ) $ 98 Assets $ 8,276 $ 742 $ 9,018 Goodwill 2,434 313 2,747 As of and for the three months ended March 31, 2017 : Title Corporate and Other Total Title premiums $ 1,048 $ — $ 1,048 Other revenues 496 75 571 Revenues from external customers 1,544 75 1,619 Interest and investment income, including realized gains and losses 26 (2 ) 24 Total revenues 1,570 73 1,643 Depreciation and amortization 38 5 43 Interest expense — 16 16 Earnings (loss) from continuing operations, before income taxes and equity in earnings (losses) of unconsolidated affiliates 151 (23 ) 128 Income tax expense (benefit) 78 (9 ) 69 Earnings (loss) from continuing operations, before equity in earnings (losses) of unconsolidated affiliates 73 (14 ) 59 Equity in earnings (losses) of unconsolidated affiliates 2 (1 ) 1 Earnings (loss) from continuing operations $ 75 $ (15 ) $ 60 Assets $ 8,264 $ 5,914 $ 14,178 Goodwill 2,347 215 2,562 |
Supplemental Cash Flow Inform27
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to certain non-cash investing and financing activities. Three months ended March 31, 2018 2017 Cash paid for: Interest $ 15 $ 30 Income taxes 2 14 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 11 $ (9 ) Change in purchases of investments available for sale payable in period (4 ) 1 Financing activities: Accrual for unsettled debt service payments related to the Notes $ — $ 9 Accrual for the equity portion of unsettled repurchases of the Notes — 12 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended March 31, 2018 2017 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Title insurance premiums Direct title insurance premiums; Title $ 1,036 $ 1,048 Home warranty Escrow, title-related and other fees Title 45 41 Total revenue from insurance contracts 1,081 1,089 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 183 174 Other title-related fees and income Escrow, title-related and other fees Title 140 138 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 94 106 Real estate brokerage Escrow, title-related and other fees Corporate and other 76 57 Real estate technology Escrow, title-related and other fees Corporate and other 25 15 Other Escrow, title-related and other fees Corporate and other 2 2 Total revenue from contracts with customers 520 492 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 53 38 Interest and investment income Interest and investment income Various 38 28 Realized gains and losses, net Realized gains and losses, net Various 1 (4 ) Total revenues Total revenues 1,693 1,643 |
Information about Receivables and Deferred Revenue | The following table provides information about receivables and deferred revenue: March 31, December 31, 2018 2017 (In millions) Trade receivables $ 288 $ 292 Deferred revenue (contract liabilities) 102 107 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Operations Included in Discontinued Operations | A summary of the operations of FNFV included in discontinued operations is shown below: Three months ended March 31, 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 49 Restaurant revenue 273 Interest and investment income 1 Realized gains and losses, net 5 Total revenues 328 Expenses: Personnel costs 46 Other operating expenses 25 Cost of restaurant revenue 236 Depreciation and amortization 16 Interest expense 4 Total expenses 327 Earnings from discontinued operations before income taxes 1 Income tax expense (2 ) Earnings from continuing operations before equity in (losses) earnings of unconsolidated affiliates 3 Equity in (losses) earnings of unconsolidated affiliates (4 ) Net earnings (loss) from discontinued operations (1 ) Less: Net earnings attributable to non-controlling interests (2 ) Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 1 Cash flow from discontinued operations data: Net cash provided by operations $ 15 Net cash used in investing activities (27 ) A reconciliation of the operations of Black Knight to the Statement of Operations is shown below (in millions): Three months ended March 31, 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 248 Realized gains and losses, net (2 ) Total revenues 246 Expenses: Personnel costs 101 Other operating expenses 45 Depreciation and amortization 53 Interest expense 15 Total expenses 214 Earnings from discontinued operations before income taxes 32 Income tax expense 10 Net earnings from discontinued operations 22 Less: Net earnings attributable to non-controlling interests 12 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 10 Cash flow from discontinued operations data: Net cash provided by operations $ 49 Net cash used in investing activities (16 ) |
Reconciliation of Net Earnings of Discontinued Operations to the Statement of Operations | A reconciliation of the net earnings of Black Knight and FNFV to the Statement of Earnings is shown below: Three months ended March 31, 2017 (Unaudited) Earnings from discontinued operations attributable to Black Knight $ 22 Loss from discontinued operations attributable to FNFV (1 ) Net earnings from discontinued operations, net of tax $ 21 |
Basis of Financial Statements -
Basis of Financial Statements - Recent Developments (Details) - Stewart Information Services Corporation $ / shares in Units, $ in Millions | Mar. 18, 2018USD ($)$ / shares |
Business Acquisition [Line Items] | |
Terms, Merger Agreement, required to divest assets or businesses, revenue (if exceeds) | $ 75 |
Terms, Merger Agreement, required to divest assets or businesses, revenue cap | 225 |
Reverse break-up fee if Merger not completed | 50 |
Consideration for acquisition | 1,200 |
Consideration transferred, net debt assumed | $ 109 |
Proforma debt to capital (no more than) | 0.20 |
Minimum | |
Business Acquisition [Line Items] | |
Consideration, per share of common stock (in dollars per share) | $ / shares | $ 25 |
Acquisition, stock exchange ratio | 0.6425 |
Purchase price adjusted down on a pro-rata basis to a minimum purchase price (in dollars per share) | $ / shares | $ 45.50 |
Maximum | |
Business Acquisition [Line Items] | |
Consideration, per share of common stock (in dollars per share) | $ / shares | $ 50 |
Acquisition, stock exchange ratio | 1.2850 |
Basis of Financial Statements31
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Antidilutive options (in shares) | 0 | 0 |
Basis of Financial Statements32
Basis of Financial Statements - Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Effective tax rate, percent | 24.40% | 54.40% | |
Tax Cuts And Jobs Act Of 2017, change in judgment, tax deductibility of legal settlements, income tax expense | $ 21 |
Basis of Financial Statements33
Basis of Financial Statements - Discontinued Operations (Details) shares in Millions | Nov. 17, 2017$ / shares | Sep. 29, 2017shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
FNFV | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Number of shares of newly formed entity received for each outstanding share redeemed (in shares) | 1 | |
BK Distribution | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common stock shares of subsidiary, transferred to shareholders | shares | 83.3 | |
Acquisition, stock exchange ratio | 0.30663 |
Basis of Financial Statements34
Basis of Financial Statements - Other Pronouncements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 18 | $ 4 | |
Other long-term investments | 135 | $ 110 | |
Increase in cash from investing activities | (32) | 224 | |
Increase in cash from financing activities | $ (136) | (249) | |
Accounting Standards Update 2016-01 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment on opening retained earning | (19) | ||
Other long-term investments | (19) | ||
Accounting Standards Update 2016-18 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase in net change in cash and cash equivalents | 67 | ||
Increase in cash from investing activities | 179 | ||
Increase in cash from financing activities | 112 | ||
ASU 2016-18, movement of cash paid for investments pledged against secured trust deposits | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | (179) | ||
ASU 2016-18, movement of the change in secured trust deposits | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ (112) | ||
Accumulated Other Comprehensive Income | Accounting Standards Update 2016-01 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment on opening retained earning | 109 | ||
Retained Earnings | Accounting Standards Update 2016-01 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect adjustment on opening retained earning | $ (128) |
Summary of Reserve for Claims35
Summary of Reserve for Claims Losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Beginning balance | $ 1,490 | $ 1,487 |
Change in reinsurance recoverable | 0 | (4) |
Claim loss provision related to: | ||
Current year | 47 | 51 |
Prior years | 0 | 1 |
Total title claim loss provision | 47 | 52 |
Claims paid, net of recoupments related to: | ||
Current year | (1) | (1) |
Prior years | (50) | (50) |
Total title claims paid, net of recoupments | (51) | (51) |
Ending balance of claim loss reserve for title insurance | $ 1,486 | $ 1,484 |
Provision for title insurance claim losses as a percentage of title insurance premiums | 4.50% | 5.00% |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Hierarchy for Assets and Liabilities Measured on a Recurring Basis (Details) | Mar. 31, 2018USD ($)firmprice | Dec. 31, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | $ 1,782,000,000 | $ 1,816,000,000 |
Total assets | $ 1,782,000,000 | 2,816,000,000 |
Number of firms utilized | firm | 1 | |
U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | $ 245,000,000 | 195,000,000 |
State and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 230,000,000 | 391,000,000 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 1,196,000,000 | 1,117,000,000 |
Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 53,000,000 | 56,000,000 |
Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale debt securities | 58,000,000 | 57,000,000 |
Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 316,000,000 | 319,000,000 |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | $ 677,000,000 | 681,000,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of prices relied upon | price | 1 | |
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 | 2,876,000,000 | 2,816,000,000 |
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 | 245,000,000 | 195,000,000 |
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 | 230,000,000 | 391,000,000 |
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 | 1,196,000,000 | 1,117,000,000 |
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 | 53,000,000 | 56,000,000 |
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 | 58,000,000 | 57,000,000 |
Fair Value, Measurements, Recurring | Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 316,000,000 | 319,000,000 |
Fair Value, Measurements, Recurring | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 677,000,000 | 681,000,000 |
Fair Value, Measurements, Recurring | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 101,000,000 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 700,000,000 | 704,000,000 |
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 securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 23,000,000 | 23,000,000 |
Fair Value, Measurements, Recurring | Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 677,000,000 | 681,000,000 |
Fair Value, Measurements, Recurring | Level 1 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,062,000,000 | 2,112,000,000 |
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 | 245,000,000 | 195,000,000 |
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 | 230,000,000 | 391,000,000 |
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 | 1,183,000,000 | 1,117,000,000 |
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 | 53,000,000 | 56,000,000 |
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 | 58,000,000 | 57,000,000 |
Fair Value, Measurements, Recurring | Level 2 | Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 293,000,000 | 296,000,000 |
Fair Value, Measurements, Recurring | Level 2 | Equity securities | ||
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 2 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | 0 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 114,000,000 | 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 | 13,000,000 | 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 securities | ||
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 | ||
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 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale, at fair value | $ 101,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Assets Measured on a Recurring Basis (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Measurements, Recurring | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, December 31, 2017 | $ 0 |
Transfers from Level 2 | 13 |
Paid-in-kind dividends | 1 |
Total | 114 |
Fair Value, Measurements, Recurring | Accounting Standards Update 2016-01 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of assets associated with the adoption of ASU 2016-01 | 100 |
Fair Value, Measurements, Recurring | Other long-term investments | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, December 31, 2017 | 0 |
Transfers from Level 2 | 0 |
Paid-in-kind dividends | 1 |
Total | 101 |
Fair Value, Measurements, Recurring | Other long-term investments | Accounting Standards Update 2016-01 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of assets associated with the adoption of ASU 2016-01 | 100 |
Fair Value, Measurements, Recurring | Corporate debt securities | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, December 31, 2017 | 0 |
Transfers from Level 2 | 13 |
Paid-in-kind dividends | 0 |
Total | 13 |
Fair Value, Measurements, Recurring | Corporate debt securities | Accounting Standards Update 2016-01 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value of assets associated with the adoption of ASU 2016-01 | $ 0 |
Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, discount rate | 8.00% |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amount and Fair Value of Available for Sale Securities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Fixed maturity securities available for sale: | ||
Carrying Value | $ 1,782 | $ 1,816 |
Cost Basis | 1,788 | |
Total | ||
Total assets | 1,782 | 2,816 |
Cost Basis | 1,788 | 2,630 |
Unrealized Gains | 10 | 201 |
Unrealized Losses | (16) | (15) |
U.S. government and agencies | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 245 | 195 |
Cost Basis | 247 | 196 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (2) | (1) |
State and political subdivisions | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 230 | 391 |
Cost Basis | 227 | 387 |
Unrealized Gains | 3 | 4 |
Unrealized Losses | 0 | 0 |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 1,196 | 1,117 |
Cost Basis | 1,201 | 1,110 |
Unrealized Gains | 6 | 11 |
Unrealized Losses | (11) | (4) |
Mortgage-backed/asset-backed securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 53 | 56 |
Cost Basis | 53 | 55 |
Unrealized Gains | 1 | 1 |
Unrealized Losses | (1) | 0 |
Foreign government bonds | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 58 | 57 |
Cost Basis | 60 | 58 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | (2) | (2) |
Preferred securities | ||
Available-for-sale equity securities | ||
Carrying Value | 316 | 319 |
Cost Basis | 307 | |
Unrealized Gains | 12 | |
Unrealized Losses | 0 | |
Equity securities | ||
Available-for-sale equity securities | ||
Carrying Value | $ 677 | 681 |
Cost Basis | 517 | |
Unrealized Gains | 172 | |
Unrealized Losses | $ (8) |
Investments - Maturity of Fixed
Investments - Maturity of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Amortized Cost | ||
One year or less | $ 445 | |
After one year through five years | 1,269 | |
After five years through ten years | 16 | |
After ten years | 5 | |
Mortgage-backed/asset-backed securities | 53 | |
Cost Basis | $ 1,788 | |
Amortized Cost, % of Total | ||
One year or less | 25.00% | |
After one year through five years | 71.00% | |
After five years through ten years | 1.00% | |
After ten years | 0.00% | |
Mortgage-backed/asset-backed securities | 3.00% | |
Total | 100.00% | |
Fair Value | ||
One year or less | $ 444 | |
After one year through five years | 1,264 | |
After five years through ten years | 16 | |
After ten years | 5 | |
Mortgage-backed/asset-backed securities | 53 | |
Total | $ 1,782 | $ 1,816 |
Fair Value, % of Total | ||
One year or less | 25.00% | |
After one year through five years | 71.00% | |
After five years through ten years | 1.00% | |
After ten years | 0.00% | |
Mortgage-backed/asset-backed securities | 3.00% | |
Total | 100.00% |
Investments - Securities in a C
Investments - Securities in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value | ||
Less than 12 Months | $ 1,088 | $ 734 |
12 Months or Longer | 51 | 66 |
Total | 1,139 | 800 |
Unrealized Losses | ||
Less than 12 Months | (12) | (11) |
12 Months or Longer | (4) | (4) |
Total | (16) | (15) |
U.S. government and agencies | ||
Fair Value | ||
Less than 12 Months | 210 | 149 |
12 Months or Longer | 0 | 0 |
Total | 210 | 149 |
Unrealized Losses | ||
Less than 12 Months | (2) | (1) |
12 Months or Longer | 0 | 0 |
Total | (2) | (1) |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 830 | 464 |
12 Months or Longer | 44 | 51 |
Total | 874 | 515 |
Unrealized Losses | ||
Less than 12 Months | (8) | (3) |
12 Months or Longer | (3) | (1) |
Total | (11) | (4) |
Foreign government bonds | ||
Fair Value | ||
Less than 12 Months | 19 | 0 |
12 Months or Longer | 7 | 10 |
Total | 26 | 10 |
Unrealized Losses | ||
Less than 12 Months | (1) | 0 |
12 Months or Longer | (1) | (2) |
Total | (2) | (2) |
Mortgage-backed/asset-backed securities | ||
Fair Value | ||
Less than 12 Months | 29 | |
12 Months or Longer | 0 | |
Total | 29 | |
Unrealized Losses | ||
Less than 12 Months | (1) | |
12 Months or Longer | 0 | |
Total | $ (1) | |
Equity securities | ||
Fair Value | ||
Less than 12 Months | 121 | |
12 Months or Longer | 5 | |
Total | 126 | |
Unrealized Losses | ||
Less than 12 Months | (7) | |
12 Months or Longer | (1) | |
Total | $ (8) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |||
Impairment charges related to investments | $ 0 | $ 0 | |
Available-for-sale, amount held with previously recognized other than temporary impairments | $ 0 | $ 0 |
Investments - Realized Gains an
Investments - Realized Gains and Losses and Proceeds on Investments and Other Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property and equipment | ||
Net Realized Gains (Losses) | $ 5 | |
Gross Proceeds from Sale/Maturity | 21 | |
Loss on debt redemptions | ||
Loss on debt redemptions | $ (2) | |
Gross Proceeds from Sale/Maturity | 0 | |
Other realized gains and losses, net | ||
Net Realized Gains (Losses) | (2) | |
Gross Proceeds from Sale/Maturity | 0 | |
Total | ||
Net Realized Gains (Losses) | 1 | (4) |
Gross Proceeds from Sale/Maturity | 319 | 236 |
Fixed maturity securities available for sale | ||
Available-for-sale Securities | ||
Gross Realized Gains | 3 | 3 |
Gross Realized Losses | 0 | (3) |
Net Realized Gains (Losses) | 3 | 0 |
Gross Proceeds from Sale/Maturity | 298 | $ 236 |
Equity securities | ||
Available-for-sale Securities | ||
Net Realized Gains (Losses) | (4) | |
Gross Proceeds from Sale/Maturity | 0 | |
Preferred securities | ||
Available-for-sale Securities | ||
Net Realized Gains (Losses) | (3) | |
Gross Proceeds from Sale/Maturity | $ 0 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Nov. 17, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Aug. 28, 2012 | Aug. 02, 2011 |
Debt Instrument [Line Items] | |||||
Notes payable | $ 748 | $ 759 | |||
Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 4.50% | ||||
Unsecured notes | Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022 | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 398 | 397 | |||
Stated interest rate | 5.50% | 5.50% | |||
Convertible Notes | Unsecured convertible notes, net of discount, interest payable semi-annually at 4.25%, due August 2018 | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 53 | 65 | |||
Stated interest rate | 4.25% | 4.25% | |||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable quarterly at LIBOR 1.40% (3.12% at March 31, 2018) | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 295 | 295 | |||
Unused portion | $ 500 | ||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable quarterly at LIBOR 1.40% (3.12% at March 31, 2018) | Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 1.40% | ||||
Line of credit facility, interest rate at period end | 3.12% | ||||
Other | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 2 | $ 2 |
Notes Payable - Long Term Debt
Notes Payable - Long Term Debt Narrative (Details) $ in Millions | Mar. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 899 |
Excess fair value over carrying value of long-term debt | 144 |
Debt issuance costs, net | 7 |
Level 2 | Unsecured notes | |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 597 |
Notes Payable - Existing Credit
Notes Payable - Existing Credit Agreement (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 17, 2017 | Jun. 25, 2013 |
Debt Instrument [Line Items] | ||||
Notes payable | $ 748,000,000 | $ 759,000,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility | $ 100,000,000 | |||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility, unsecured, unused portion of $500, due April 2022 with interest payable quarterly at LIBOR 1.40% (3.12% at March 31, 2018) | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility | $ 800,000,000 | |||
Notes payable | 295,000,000 | $ 295,000,000 | ||
Unamortized debt issuance costs | 5,000,000 | |||
Remaining borrowing capacity | $ 500,000,000 |
Notes Payable - 5.50% Notes (De
Notes Payable - 5.50% Notes (Details) - Unsecured notes - 5.50% notes due September 2022 - USD ($) | Mar. 31, 2018 | 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) - USD ($) | Oct. 01, 2013 | Aug. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Aug. 02, 2011 |
Debt Instrument [Line Items] | |||||
Expected payment of notes | $ 15,000,000 | $ 69,000,000 | |||
Gain on payment of debt | $ (2,000,000) | ||||
Convertible Notes | 4.25% convertible senior notes due August 2018 | |||||
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 | $ 16,000,000 | ||||
Amount of debt repurchased | $ 47,000,000 | ||||
Scenario, Forecast | Convertible Notes | 4.25% convertible senior notes due August 2018 | |||||
Debt Instrument [Line Items] | |||||
Expected payment of notes | $ 163,000,000 | ||||
Gain on payment of debt | $ 6,000,000 |
Notes Payable - Principal Matur
Notes Payable - Principal Maturities of Notes Payable (Details) $ in Millions | Mar. 31, 2018USD ($) |
Maturities of Long-term Debt [Abstract] | |
2018 (remaining) | $ 54 |
2,019 | 0 |
2,020 | 1 |
2,021 | 0 |
2,022 | 700 |
Thereafter | 0 |
Total Long Term Debt | $ 755 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for legal and regulatory matters | $ 11 | $ 2 |
Commitments and Contingencies50
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 (remaining) | $ 115 |
2,019 | 135 |
2,020 | 106 |
2,021 | 78 |
2,022 | 53 |
Thereafter | 51 |
Total future minimum operating lease payments | $ 538 |
Dividends (Details)
Dividends (Details) | May 02, 2018$ / shares |
FNF Group Common Stock | Subsequent Event | |
Subsequent Event [Line Items] | |
Cash dividends declared (in usd per share) | $ 0.3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Title premiums | $ 1,036 | $ 1,048 | |
Other revenues | 618 | 571 | |
Revenues from external customers | 1,654 | 1,619 | |
Interest and investment income, including realized gains and losses | 39 | 24 | |
Total revenues | 1,693 | 1,643 | |
Depreciation and amortization | 47 | 43 | |
Interest expense | 11 | 16 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 127 | 128 | |
Income tax expense (benefit) | 31 | 69 | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 96 | 59 | |
Equity in earnings (losses) earnings of unconsolidated affiliates | 2 | 1 | |
Net earnings from continuing operations | 98 | 60 | |
Assets | 9,018 | 14,178 | $ 9,151 |
Goodwill | 2,747 | 2,562 | $ 2,746 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 0 | 0 | |
Other revenues | 102 | 75 | |
Revenues from external customers | 102 | 75 | |
Interest and investment income, including realized gains and losses | 1 | (2) | |
Total revenues | 103 | 73 | |
Depreciation and amortization | 7 | 5 | |
Interest expense | 11 | 16 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (36) | (23) | |
Income tax expense (benefit) | (9) | (9) | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | (27) | (14) | |
Equity in earnings (losses) earnings of unconsolidated affiliates | 1 | (1) | |
Net earnings from continuing operations | (26) | (15) | |
Assets | 742 | 5,914 | |
Goodwill | 313 | 215 | |
Operating Segments | Title | |||
Segment Reporting Information [Line Items] | |||
Title premiums | 1,036 | 1,048 | |
Other revenues | 516 | 496 | |
Revenues from external customers | 1,552 | 1,544 | |
Interest and investment income, including realized gains and losses | 38 | 26 | |
Total revenues | 1,590 | 1,570 | |
Depreciation and amortization | 40 | 38 | |
Interest expense | 0 | 0 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 163 | 151 | |
Income tax expense (benefit) | 40 | 78 | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 123 | 73 | |
Equity in earnings (losses) earnings of unconsolidated affiliates | 1 | 2 | |
Net earnings from continuing operations | 124 | 75 | |
Assets | 8,276 | 8,264 | |
Goodwill | $ 2,434 | $ 2,347 |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash paid for: | ||
Interest | $ 15 | $ 30 |
Income taxes | 2 | 14 |
Investing activities: | ||
Change in proceeds of sales of investments available for sale receivable in period | 11 | (9) |
Change in purchases of investments available for sale payable in period | (4) | 1 |
Financing activities: | ||
Accrual for unsettled debt service payments related to the Notes | 0 | 9 |
Accrual for the equity portion of unsettled repurchases of the Notes | $ 0 | $ 12 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 520 | $ 492 |
Interest and investment income | 38 | 28 |
Realized gains and losses, net | 1 | (4) |
Total revenues | 1,693 | 1,643 |
Title | ||
Disaggregation of Revenue [Line Items] | ||
Fees and Commissions, Mortgage Banking and Servicing | 53 | 38 |
Title | Title insurance premiums | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,036 | 1,048 |
Title | Home warranty | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 45 | 41 |
Title | Insurance Contracts | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,081 | 1,089 |
Title | Escrow fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 183 | 174 |
Title | Other Title Related Fees And Income | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 140 | 138 |
Title | ServiceLink, excluding title premiums, escrow fees, and subservicing fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 94 | 106 |
Corporate and Other | Real estate brokerage | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 76 | 57 |
Corporate and Other | Real estate technology | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 25 | 15 |
Corporate and Other | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 2 | $ 2 |
Revenue Recognition - Informati
Revenue Recognition - Information about Receivables and Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables | $ 288 | $ 292 |
Deferred revenue (contract liabilities) | $ 102 | $ 107 |
Policy period | 1 year | |
Revenue recognized | $ 46 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations of Black Knight to the Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expenses: | ||
Net earnings (loss) from discontinued operations | $ 0 | $ 21 |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 0 | 10 |
Black Knight Financial Services, Inc. | Discontinued Operations | ||
Revenues: | ||
Escrow, title-related and other fees | 248 | |
Realized gains and losses, net | (2) | |
Total revenues | 246 | |
Expenses: | ||
Personnel costs | 101 | |
Other operating expenses | 45 | |
Depreciation and amortization | 53 | |
Interest expense | 15 | |
Total expenses | 214 | |
Earnings from discontinued operations before income taxes | 32 | |
Income tax expense | 10 | |
Net earnings (loss) from discontinued operations | $ 22 | |
Less: Net earnings attributable to non-controlling interests | 12 | |
Cash flow from discontinued operations data: | ||
Net cash provided by operations | 49 | |
Net cash used in investing activities | $ (16) |
Discontinued Operations - FNFV
Discontinued Operations - FNFV (Details) - USD ($) | Nov. 17, 2017 | Nov. 16, 2017 | Dec. 31, 2017 |
Revolving Credit Facility | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Aggregate principal amount (up to) | $ 100,000,000 | ||
Matures on anniversary of the date of the revolver note (in years) | 5 years | ||
Automatic extension for additional term (in years) | 5 years | ||
Revolving Credit Facility | LIBOR | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Basis spread on variable rate (as percent) | 4.50% | ||
FNFV | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Aggregate consideration to Cannae in exchange transaction | $ 100,000,000 | ||
Shares issued in exchange (in shares) | 5,706,134 | ||
Outstanding common equity owned | 8.10% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations of Disposal Group Included in Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expenses: | ||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | $ 96 | $ 59 |
Equity in earnings (losses) earnings of unconsolidated affiliates | 2 | 1 |
Net earnings (loss) from discontinued operations | 0 | 21 |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 0 | 10 |
FNFV | Discontinued Operations | ||
Revenues: | ||
Escrow, title-related and other fees | 49 | |
Restaurant revenue | 273 | |
Interest and investment income | 1 | |
Realized gains and losses, net | 5 | |
Total revenues | 328 | |
Expenses: | ||
Personnel costs | 46 | |
Other operating expenses | 25 | |
Cost of restaurant revenue | 236 | |
Depreciation and amortization | 16 | |
Interest expense | 4 | |
Total expenses | 327 | |
Earnings from discontinued operations before income taxes | 1 | |
Income tax expense | (2) | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 3 | |
Equity in earnings (losses) earnings of unconsolidated affiliates | (4) | |
Net earnings (loss) from discontinued operations | (1) | |
Less: Net earnings attributable to non-controlling interests | (2) | |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 1 | |
Cash flow from discontinued operations data: | ||
Net cash provided by operations | 15 | |
Net cash used in investing activities | $ (27) |
Discontinued Operations - Rec59
Discontinued Operations - Reconciliation of Net Earnings of Discontinued Operations to the Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net earnings from discontinued operations | $ 0 | $ 21 |
Black Knight Financial Services, Inc. | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net earnings from discontinued operations | 22 | |
FNFV | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net earnings from discontinued operations | $ (1) |