Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2018 |
Amendment Flag | false |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q3 |
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 Emerging Growth Company | false |
Entity Small Business | false |
FNF Common Stock | 275,224,747 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Investments: | ||
Fixed maturity securities available for sale, at fair value, at September 30, 2018 and December 31, 2017 includes pledged fixed maturity securities of $420 and $364, respectively, related to secured trust deposits | $ 1,856 | $ 1,816 |
Investments in unconsolidated affiliates | 152 | 150 |
Other long-term investments | 138 | 110 |
Short-term investments, at December 31, 2017 includes short-term investments of $3 related to secured trust deposits | 280 | 295 |
Total investments | 3,423 | 3,371 |
Cash and cash equivalents, at September 30, 2018 and December 31, 2017 includes $431 and $475, respectively, of pledged cash related to secured trust deposits | 1,422 | 1,110 |
Trade and notes receivables, net of allowance of $19 and $18 at September 30, 2018 and December 31, 2017, respectively | 314 | 317 |
Goodwill | 2,719 | 2,746 |
Prepaid expenses and other assets | 409 | 398 |
Other intangible assets, net | 515 | 618 |
Title plants | 405 | 398 |
Property and equipment, net | 164 | 193 |
Total assets | 9,371 | 9,151 |
Liabilities: | ||
Accounts payable and accrued liabilities | 893 | 955 |
Notes payable | 836 | 759 |
Reserve for title claim losses | 1,491 | 1,490 |
Secured trust deposits | 835 | 830 |
Income taxes payable | 44 | 137 |
Deferred tax liability | 240 | 169 |
Total liabilities | 4,339 | 4,340 |
Commitments and Contingencies: | ||
Redeemable non-controlling interest by 21% minority holder of ServiceLink Holdings, LLC | 344 | 344 |
Equity: | ||
FNF common stock, $0.0001 par value; authorized 487,000,000 shares as of September 30, 2018 and December 31, 2017; outstanding of 275,224,747 and 274,431,737 as of September 30, 2018 and December 31, 2017, respectively, and issued of 288,514,249 and 287,718,304 as of September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none | 0 | 0 |
Additional paid-in capital | 4,488 | 4,587 |
Retained earnings | 681 | 217 |
Accumulated other comprehensive (loss) earnings | (12) | 111 |
Less: Treasury stock, 13,289,502 shares and 13,286,567 shares as of September 30, 2018 and December 31, 2017, respectively, at cost | (468) | (468) |
Total Fidelity National Financial, Inc. shareholders’ equity | 4,689 | 4,447 |
Non-controlling interests | (1) | 20 |
Total equity | 4,688 | 4,467 |
Total liabilities, redeemable non-controlling interest and equity | 9,371 | 9,151 |
Preferred securities | ||
Investments: | ||
Available for sale, at fair value | 308 | 319 |
Equity securities | ||
Investments: | ||
Available for sale, at fair value | $ 689 | $ 681 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Pledged fixed maturity securities | $ 420 | $ 364 |
Short term investments, secured trust deposits | 3 | |
Pledged cash, secured trust deposits | 431 | 475 |
Trade and notes receivables, allowance | $ 19 | $ 18 |
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) | 275,224,747 | 274,431,737 |
Common stock issued (in shares) | 288,514,249 | 287,718,304 |
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 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Direct title insurance premiums | $ 574 | $ 558 | $ 1,645 | $ 1,598 |
Agency title insurance premiums | 722 | 719 | 2,018 | 2,028 |
Escrow, title-related and other fees | 691 | 678 | 2,072 | 1,969 |
Interest and investment income | 48 | 32 | 131 | 93 |
Realized gains and losses, net | 50 | (1) | 35 | 0 |
Total revenues | 2,085 | 1,986 | 5,901 | 5,688 |
Expenses: | ||||
Personnel costs | 654 | 627 | 1,926 | 1,822 |
Agent commissions | 554 | 553 | 1,546 | 1,557 |
Other operating expenses | 477 | 444 | 1,406 | 1,312 |
Depreciation and amortization | 46 | 46 | 138 | 133 |
Provision for title claim losses | 58 | 64 | 165 | 181 |
Interest expense | 9 | 10 | 31 | 39 |
Total expenses | 1,798 | 1,744 | 5,212 | 5,044 |
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 287 | 242 | 689 | 644 |
Income tax expense | 51 | 88 | 104 | 258 |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 236 | 154 | 585 | 386 |
Equity in earnings of unconsolidated affiliates | 1 | 3 | 4 | 7 |
Net earnings from continuing operations | 237 | 157 | 589 | 393 |
Net earnings from discontinued operations, net of tax | 0 | 18 | 0 | 165 |
Net earnings | 237 | 175 | 589 | 558 |
Less: Net earnings attributable to non-controlling interests | 1 | 10 | 5 | 25 |
Net earnings attributable to common shareholders | 236 | 165 | 584 | 533 |
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||||
Net earnings from continuing operations attributable to FNF common shareholders | 236 | 156 | 584 | 393 |
Net earnings (loss) from discontinued operations attributable to FNF common shareholders | 0 | 14 | 0 | 23 |
Net earnings attributable to common shareholders | $ 236 | $ 165 | $ 584 | $ 533 |
Diluted | ||||
Net earnings from continuing operations attributable to FNF common shareholders (in usd per share) | $ 0.85 | $ 0.57 | $ 2.09 | $ 1.42 |
Net earnings from discontinued operations attributable to FNF common shareholders (in usd per share) | $ 0 | $ 0.05 | $ 0 | $ 0.08 |
FNF Common Stock | ||||
Expenses: | ||||
Net earnings attributable to common shareholders | $ 236 | $ 170 | $ 584 | $ 416 |
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||||
Net earnings attributable to common shareholders | $ 236 | $ 170 | $ 584 | $ 416 |
Basic | ||||
Net earnings from continuing operations attributable to FNF common shareholders (in usd per share) | $ 0.86 | $ 0.58 | $ 2.14 | $ 1.46 |
Net earnings from discontinued operations attributable to FNF common shareholders (in usd per share) | 0 | 0.05 | 0 | 0.08 |
Net earnings (loss) per share attributable to shareholders (in usd per share) | 0.86 | 0.63 | 2.14 | 1.54 |
Diluted | ||||
Net earnings (loss) per share attributable to shareholders (in usd per share) | $ 0.85 | $ 0.62 | $ 2.09 | $ 1.50 |
Weighted average shares outstanding, basic basis (in shares) | 273 | 272 | 273 | 271 |
Weighted average shares outstanding, diluted basis (in shares) | 278 | 276 | 279 | 277 |
FNFV Group Common Stock | ||||
Amounts attributable to Fidelity National Financial, Inc. common shareholders | ||||
Net earnings (loss) from discontinued operations attributable to FNF common shareholders | $ (5) | $ 117 | ||
Basic | ||||
Net earnings (loss) per share attributable to shareholders (in usd per share) | $ (0.08) | $ 1.80 | ||
Diluted | ||||
Net earnings (loss) per share attributable to shareholders (in usd per share) | $ (0.08) | $ 1.75 | ||
Weighted average shares outstanding, basic basis (in shares) | 65 | 65 | ||
Weighted average shares outstanding, diluted basis (in shares) | 65 | 67 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net earnings | $ 237 | $ 175 | $ 589 | $ 558 | |
Other comprehensive earnings (loss): | |||||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates | [1] | 2 | 8 | (13) | 33 |
Unrealized gain on investments in unconsolidated affiliates | [2] | 0 | 4 | 4 | 16 |
Unrealized (loss) gain on foreign currency translation | [3] | (2) | 3 | (4) | 8 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [4] | 0 | 0 | (1) | 2 |
Other comprehensive earnings (loss) | 0 | 15 | (14) | 59 | |
Comprehensive earnings | 237 | 190 | 575 | 617 | |
Less: Comprehensive earnings attributable to non-controlling interests | 1 | 11 | 5 | 27 | |
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 236 | 179 | 570 | 590 | |
FNF Common Stock | |||||
Other comprehensive earnings (loss): | |||||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | 236 | 182 | 570 | 471 | |
FNFV Group Common Stock | |||||
Other comprehensive earnings (loss): | |||||
Comprehensive earnings (loss) attributable to Fidelity National Financial Inc. Common Shareholders | $ (3) | $ 119 | |||
[1] | Net of income tax expense (benefit) of $1 million and $5 million for the three-month periods ended September 30, 2018 and 2017, respectively, and $(4) million and $20 million for the nine-month periods ended September 30, 2018 and 2017, respectively. | ||||
[2] | Net of income tax expense of $3 million for the three-month period ended September 30, 2017, and $1 million and $10 million for the nine-month periods ended September 30, 2018 and 2017, respectively. | ||||
[3] | Net of income tax (benefit) expense of less than $(1) million and $2 million for the three-month periods ended September 30, 2018 and 2017, respectively, and $(1) million and $5 million for the nine-month periods ended September 30, 2018 and 2017, respectively. | ||||
[4] | Net of income tax (benefit) expense less than $(1) million and $1 million for the nine-month periods ended September 30, 2018 and 2017. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Earnings (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on investments and other financial instruments, tax expense (benefit) | $ 1 | $ 5 | $ (4) | $ 20 |
Unrealized gain on investments in unconsolidated affiliates tax expense | 3 | 1 | 10 | |
Unrealized (loss) gain foreign currency translation, tax (benefit) expense (less than) | $ (1) | $ 2 | (1) | 5 |
Reclassification adjustment for change in unrealized gains and losses included in net earnings, tax (benefit) expense (less than) | $ (1) | $ 1 |
Condensed Consolidated Statem_4
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) | 1 | ||||||||
Exercise of stock options | 24 | 24 | |||||||
Treasury stock repurchased (in shares) | 2 | ||||||||
Treasury stock repurchased | 23 | $ 23 | |||||||
Spin-off of Black Knight, Inc. | (1,624) | (823) | (801) | ||||||
Other comprehensive earnings — unrealized gain (losses) on investments and other financial instruments | 35 | 33 | 2 | ||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 16 | [1] | 16 | ||||||
Other comprehensive earnings — unrealized losses on foreign currency translation | 8 | [2] | 8 | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | 2 | [3] | 2 | ||||||
Equity portion of debt conversions settled in cash | (317) | (317) | |||||||
Black Knight repurchases of BKFS stock | (47) | (47) | |||||||
Stock-based compensation | 37 | 26 | 11 | ||||||
Shares withheld for taxes and in treasury | (1) | $ (1) | |||||||
Dividends declared, per common share | (205) | (205) | |||||||
Purchase of additional share in consolidated subsidiaries | (1) | 1 | |||||||
Sale of One Digital in 2017 and Pacific Union in 2018 | (6) | (6) | |||||||
Acquisitions of non-controlling interests | 21 | 21 | |||||||
Subsidiary dividends declared to non-controlling interests | (7) | (7) | |||||||
Net earnings | 558 | 533 | 25 | ||||||
Ending balance (in shares) at Sep. 30, 2017 | 29 | 286 | 81 | ||||||
Ending balance at Sep. 30, 2017 | 5,369 | 4,582 | 1,289 | 46 | $ (647) | 99 | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2016 | 344 | ||||||||
Ending balance at Sep. 30, 2017 | 344 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment for cumulative effect for adoption of ASU 2016-01 | ASU 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) | 1 | ||||||||
Exercise of stock options | 15 | 15 | |||||||
Other comprehensive earnings — unrealized gain (losses) on investments and other financial instruments | (13) | (13) | |||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 4 | [1] | 4 | ||||||
Other comprehensive earnings — unrealized losses on foreign currency translation | (4) | [2] | (4) | ||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | (1) | [3] | (1) | ||||||
Stock-based compensation | 22 | 22 | |||||||
Dilution resulting from subsidiary equity issuance | 4 | (1) | 5 | ||||||
Dividends declared, per common share | (248) | (248) | |||||||
Sale of One Digital in 2017 and Pacific Union in 2018 | (25) | (25) | |||||||
Acquisitions of non-controlling interests | 2 | 2 | |||||||
Subsidiary equity repurchase | 1 | 1 | |||||||
Equity portion of debt conversions settled in cash | (135) | (135) | |||||||
Subsidiary dividends declared to non-controlling interests | (7) | (7) | |||||||
Net earnings | 589 | 584 | 5 | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 13 | 289 | 0 | ||||||
Ending balance at Sep. 30, 2018 | 4,688 | $ 4,488 | $ 681 | $ (12) | $ (468) | $ (1) | $ 0 | $ 0 | |
Beginning balance at Dec. 31, 2017 | 344 | ||||||||
Ending balance at Sep. 30, 2018 | $ 344 | ||||||||
[1] | Net of income tax expense of $3 million for the three-month period ended September 30, 2017, and $1 million and $10 million for the nine-month periods ended September 30, 2018 and 2017, respectively. | ||||||||
[2] | Net of income tax (benefit) expense of less than $(1) million and $2 million for the three-month periods ended September 30, 2018 and 2017, respectively, and $(1) million and $5 million for the nine-month periods ended September 30, 2018 and 2017, respectively. | ||||||||
[3] | Net of income tax (benefit) expense less than $(1) million and $1 million for the nine-month periods ended September 30, 2018 and 2017. |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Equity (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends declared (in usd per share) | $ 0.90 | $ 0.75 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net earnings | $ 589 | $ 558 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 138 | 331 |
Equity in (earnings) losses of unconsolidated affiliates | (4) | 7 |
(Gain) loss on sales of investments and other assets, net | (4) | 17 |
Gain on sale of subsidiaries | (10) | (276) |
Distributions from unconsolidated affiliates, return on investment | 4 | 0 |
Stock-based compensation cost | 22 | 37 |
Change in valuation of equity and preferred securities available for sale, net | (21) | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Net decrease (increase) in trade receivables | 8 | (6) |
Net increase in prepaid expenses and other assets | (14) | (50) |
Net decrease in accounts payable, accrued liabilities, deferred revenue and other | (16) | (93) |
Net increase in reserve for title claim losses | 1 | 8 |
Net change in income taxes | (22) | 30 |
Net cash provided by operating activities | 671 | 563 |
Cash flows from investing activities: | ||
Proceeds from sales of investment securities | 422 | 220 |
Proceeds from calls and maturities of investment securities | 401 | 432 |
Proceeds from sales of property and equipment | 21 | 2 |
Proceeds from the sale of cost method and other investments | 0 | 19 |
Additions to property and equipment and capitalized software | (56) | (132) |
Purchases of investment securities | (871) | (313) |
Net proceeds from (purchases of) short-term investment securities | 15 | (156) |
Purchases of other long-term investments | 0 | (8) |
Additional investments in unconsolidated affiliates | (62) | (52) |
Distributions from unconsolidated affiliates, return of investment | 60 | 76 |
Net other investing activities | (2) | (5) |
Acquisition of Title Guaranty of Hawaii, net of cash acquired | 0 | (93) |
Proceeds from the sale of OneDigital | 0 | 325 |
Proceeds from Pacific Union Sale, net of cash transferred | 39 | 0 |
Other acquisitions/disposals of businesses, net of cash acquired | (9) | (137) |
Net cash (used in) provided by investing activities | (42) | 178 |
Cash flows from financing activities: | ||
Borrowings | 442 | 776 |
Debt service payments | (370) | (994) |
Black Knight treasury stock repurchases of BKFS stock | 0 | (47) |
Equity portion of debt conversions paid in cash | (142) | (317) |
Dividends paid | (246) | (204) |
Subsidiary dividends paid to non-controlling interest shareholders | (7) | (7) |
Exercise of stock options | 15 | 24 |
Subsidiary equity repurchase | (1) | 0 |
Net change in secured trust deposits | 5 | 63 |
Cash transferred in Black Knight spin-off | 0 | (87) |
Payment of contingent consideration for prior period acquisitions | (13) | (15) |
Payment for withholding taxes on stock-based compensation for shares withheld from participants and in treasury | 0 | (1) |
Purchases of treasury stock | 0 | (23) |
Net cash used in financing activities | (317) | (832) |
Net increase (decrease) in cash and cash equivalents | 312 | (91) |
Cash and cash equivalents at beginning of period | 1,110 | 1,323 |
Cash and cash equivalents at end of period | $ 1,422 | $ 1,232 |
Basis of Financial Statements
Basis of Financial Statements | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | Basis of Financial Statements The financial information in this report presented for interim periods is unaudited and 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. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2017 . Certain reclassifications have been made in the 2017 Condensed Consolidated Financial Statements to conform to classifications used in 2018. See the Recent Accounting Pronouncements section below and Note K. Discontinued Operations for material reclassifications. 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 one of the nation’s largest title insurance companies and operates 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 Pending Acquisition of Stewart 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 common stock, or (iii) $25.00 in cash and 0.6425 shares of FNF 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. FNF currently intends to fund the $1.2 billion purchase price through a combination of cash on hand at FNF, the issuance of FNF common stock to Stewart stockholders, and borrowings under the revolving credit facility, if necessary, and will be paid 50% in cash and 50% in FNF common stock. Including the assumption of $109 million of Stewart debt, our pro forma debt to total capital ratio is expected to be no more than approximately 20% at the close of the transaction. 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. On May 30, 2018, we filed a preliminary registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC"). On May 31, 2018, we received a request for additional information and documentary material, often referred to as a “Second Request,” from the United States Federal Trade Commission (the “FTC”) in connection with the FTC’s Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), regulatory review of the Stewart Merger. The special meeting of Stewart stockholders to vote on the Stewart Merger was held on September 5, 2018 and a majority of the Stewart stockholders voted to approve the Stewart Merger. More than 99% of the votes cast, representing approximately 79% of the outstanding shares of Stewart common stock as of July 10, 2018, the record date for the special meeting, were cast in favor of adopting the Merger Agreement. On August 21, 2018, we received a “no-action letter” from the Canadian Competition Bureau (the “Bureau”), indicating that the Bureau does not intend to oppose completion of the Stewart Merger. We continue to work through the regulatory process for the Stewart Merger and are currently engaged in the Second Request related to the FTC's HSR Act regulatory review of the transaction. Responses to nearly all the FTC's requests for information and documentation have been submitted. The Form A filings with the states of Texas and New York are being reviewed by those states. The closing of the Stewart Merger is subject to certain closing conditions, including 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. Other Developments On September 24, 2018, we closed on the sale of all of our 62% equity interest in, and notes outstanding from, Pacific Union International, Inc. ("Pacific Union"), a luxury real estate broker based in California, and its subsidiaries to Urban Compass, Inc. ("Compass") for $43 million in cash and up to $21 million in potential earnout payments (the "Pacific Union Sale"). The potential earnout payments range in value from $0 to $21 million , are based on certain gross profit and earnings targets for Pacific Union and are payable in approximately 60% cash and 40% Compass stock annually over the course of the next three years. Compass was not a related party prior to, and is not a related party subsequent to, the Pacific Union Sale. On August 13, 2018, we completed an offering of $450 million in aggregate principal amount of notes due August 2028 with stated interest of 4.50% . See Note E. Notes Payable for further details. 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- or nine-month periods ended September 30, 2018 or September 30, 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 17.8% and 36.4% in the three months ended September 30, 2018 and 2017, respectively, and 15.1% and 40.1% in the nine months ended September 30, 2018 and 2017, respectively. The decrease in the effective tax rate in both periods is primarily attributable to the decreased federal tax rate associated with the passage of the Tax Reform Act. The decrease in the three-month period is also attributable to an $8 million reversal of certain tax contingencies in the period and for certain return-to-provision adjustments. The decrease in the nine-month period was also attributable to a $45 million change in tax estimate in the three-month period ended June 30, 2018 regarding the timing of payments for, and tax rate applicable to, our tax liability resulting from the decrease in our statutory premium reserves associated with the redomestication of certain of our title insurance underwriters in 2017 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 September 30, 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. Areas of continued analysis with respect to the Tax Reform Act include the tax deductibility of certain executive compensation, applicable foreign and state tax rates, and final tax return to provision adjustments. 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 became 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 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 and nine months ended September 30, 2017 . On September 29, 2017 we completed our tax-free distribution to FNF 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 common stock received approximately 0.30663 shares of New Black Knight common stock for every one share of FNF 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 was generally tax-free to FNF 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 and nine months ended September 30, 2017 . See Note K. Discontinued Operations for further details of the results and financial position 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 material 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 Realized gains and losses, net in our Condensed Consolidated Statements of Earnings. See Note D. Investments for further details. 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 previously did 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 nine months ended September 30, 2017 : an increase in the net change in cash and cash equivalents of $237 million due to the inclusion of the change in our cash pledged against secured trust deposits, an increase in investing cash inflow of $177 million related to the movement of cash paid for investments pledged against secured trust deposits from operating to investing activities, and a decrease in financing cash outflow of $63 million related to the movement of the change in secured trust deposits from operating to financing activities. In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Reform. We adopted this ASU on April 1, 2018. Adoption of this ASU resulted in no net reclassification from Accumulated other comprehensive loss to Retained earnings. Other Pronouncements Not Yet Adopted Leases 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 allows for 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. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements which allows entities the option to adopt this standard prospectively with a cumulative-effect adjustment to opening equity and include required disclosures for prior periods. We have identified a vendor with software suited to track and account for leases under the new standard and are in process of transitioning our lease accounting within the software. We anticipate this standard will have a material impact on our consolidated balance sheets. However, while we are still completing our analysis, we do not anticipate that adoption of this ASU will have a material impact on our consolidated statements of earnings. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for leased office space. We plan to prospectively adopt this standard on January 1, 2019 and to use the package of practical expedients available upon adoption. Other 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 still 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 | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Summary of Reserve for Claims Losses | Summary of Reserve for Claim Losses A summary of the reserve for claim losses follows: Nine months ended September 30, 2018 2017 (Dollars in millions) Beginning balance $ 1,490 $ 1,487 Change in reinsurance recoverable 1 (4 ) Claim loss provision related to: Current year 165 174 Prior years — 7 Total title claim loss provision 165 181 Claims paid, net of recoupments related to: Current year (3 ) (4 ) Prior years (162 ) (164 ) Total title claims paid, net of recoupments (165 ) (168 ) Ending balance of claim loss reserve for title insurance $ 1,491 $ 1,496 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 additional reserve adjustments may be required in future periods in order to maintain our recorded reserve within a reasonable range of our actuary's central estimate. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 , respectively: September 30, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 232 $ — $ 232 State and political subdivisions — 185 — 185 Corporate debt securities — 1,316 13 1,329 Mortgage-backed/asset-backed securities — 48 — 48 Foreign government bonds — 62 — 62 Preferred securities 26 282 — 308 Equity securities 688 1 — 689 Other long-term investment — — 104 104 Total assets $ 714 $ 2,126 $ 117 $ 2,957 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 our other long term investment 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 September 30, 2018 was a range of 7.9% - 8.1% and a weighted-average of 8.0% . Based on the total fair value of our Level 3 other long-term investment as of September 30, 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 and nine months ended September 30, 2018 . Three months ended September 30, 2018 Other long-term Corporate debt investments securities Total (In millions) Fair value, June 30, 2018 $ 102 $ 13 $ 115 Paid-in-kind dividends (1) 2 — 2 Fair value, September 30, 2018 $ 104 $ 13 $ 117 Nine months ended September 30, 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) 5 — 5 Net valuation loss included in earnings (2) (1 ) — (1 ) Fair value, September 30, 2018 $ 104 $ 13 $ 117 _____________________________________ (1) Included in Interest and investment income on the Condensed Consolidated Statements of Earnings (2) Included in Realized gains and losses, net on the Condensed Consolidated Statements of Earnings Transfers into or out of the Level 3 fair value category occur when unobservable inputs become more or less significant to the fair value measurement or upon a change in valuation technique. For the nine months ended September 30, 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. There were no transfers between Level 2 and Level 3 in the three months ended September 30, 2018 . The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period. As of December 31, 2017 and September 30, 2017, we held no material assets or liabilities measured at fair value using Level 3 inputs. Substantially all of the unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our Condensed Consolidated Statements of Comprehensive Income relate to fixed maturity securities , which are considered Level 2 fair value measures. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The carrying amounts and fair values of our available for sale securities at September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 232 $ 235 $ — $ (3 ) $ 232 State and political subdivisions 185 184 2 (1 ) 185 Corporate debt securities 1,329 1,336 4 (11 ) 1,329 Mortgage-backed/asset-backed securities 48 49 — (1 ) 48 Foreign government bonds 62 65 — (3 ) 62 Total $ 1,856 $ 1,869 $ 6 $ (19 ) $ 1,856 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. Accordingly, they are excluded from the table as of September 30, 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 September 30, 2018 : September 30, 2018 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 365 20 % $ 363 20 % After one year through five years 1,259 67 1,250 67 After five years through ten years 175 9 175 9 After ten years 21 1 20 1 Mortgage-backed/asset-backed securities 49 3 48 3 Total $ 1,869 100 % $ 1,856 100 % 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 September 30, 2018 and December 31, 2017 , were as follows (in millions): September 30, 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 $ 156 $ (2 ) $ 73 $ (1 ) $ 229 $ (3 ) State and political subdivisions 22 (1 ) — — $ 22 $ (1 ) Corporate debt securities 975 (9 ) 82 (2 ) 1,057 (11 ) Foreign government bonds 33 (2 ) 11 (1 ) 44 (3 ) Mortgage-backed/asset-backed securities — — 16 (1 ) 16 (1 ) Total temporarily impaired securities $ 1,186 $ (14 ) $ 182 $ (5 ) $ 1,368 $ (19 ) 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 September 30, 2018 or 2017. We recorded $3 million and $1 million of impairment charges relating to investments during the nine-month periods ended September 30, 2018 and 2017, respectively. Impairment in the nine-month periods relate to fixed maturity securities of investees entering Chapter 11 bankruptcy which exhibited decreasing fair market values and from which we are uncertain of our ability to recover our initial investment. As of September 30, 2018 , we held $2 million of investment securities for which an other-than-temporary impairment had been previously recognized. As of 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 tables present realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three and nine -month periods ended September 30, 2018 and 2017 , respectively: Three months ended September 30, 2018 Nine months ended September 30, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ — $ — $ — $ 119 $ 4 $ (3 ) $ 1 $ 662 Preferred stock — — — 6 1 — 1 52 Equity securities 2 (4 ) (2 ) 89 5 (8 ) (3 ) 108 Valuation gain on equity securities 42 — 30 — Valuation loss on preferred securities — — (8 ) — Property and equipment — — 5 21 Pacific Union Sale 10 53 10 53 Other realized gains and losses, net — — (1 ) — Total $ 50 $ 267 $ 35 $ 896 Three months ended September 30, 2017 Nine months ended September 30, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ — $ (1 ) $ (1 ) $ 170 $ 5 $ (6 ) $ (1 ) $ 610 Preferred stock available for sale — — — — — — — — 10 Equity securities available for sale 1 — 1 — — — — — — Other long-term investments — 5 8 19 Loss on debt redemptions (1 ) — (6 ) — Other assets — — (1 ) — Total $ (1 ) $ 175 $ — $ 639 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: September 30, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 4.50%, due August 2028 $ 442 $ — 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 — 65 Revolving Credit Facility, unsecured, unused portion of $800, due April 2022 with interest payable monthly at LIBOR + 1.40% (4 ) 295 Other — 2 $ 836 $ 759 At September 30, 2018 , the estimated fair value of our unsecured notes payable was approximately $867 million , which was $17 million higher than its carrying value, excluding $14 million of net unamortized debt issuance costs and discount. The fair values of our unsecured notes payable are based on established market prices for the securities on September 30, 2018 and are considered Level 2 financial liabilities. On August 13, 2018, we completed an offering of $450 million in aggregate principal amount of notes due August 2028 with stated interest of 4.50% per annum (the " 4.50% Notes"), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 4.50% Notes were priced at 99.252% of par to yield 4.594% annual interest. The proceeds were used to settle the remaining balance of the Notes (defined below), payoff the outstanding borrowings under the Revolving Credit Facility (defined below), and for general corporate purposes. The 4.50% Notes will pay interest semi-annually on the 15th of February and August, beginning February 15, 2019. The 4.50% Notes contain customary covenants and events of default for investment grade public debt, which primarily relate to failure to make principal or interest payments. 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 September 30, 2018 , there was no principal outstanding, $4 million of unamortized debt issuance costs, and $800 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 " 4.25% Notes") in an offering conducted in accordance with Rule 144A under the Securities Act of 1933, as amended. The material terms of the 4.25% Notes are set forth in our Annual Report for the year ended December 31, 2017. During the nine months ended September 30, 2018 , we settled all of our remaining obligations under the 4.25% Notes for an aggregate of $211 million . Gross principal maturities of notes payable at September 30, 2018 are as follows (in millions): 2018 (remaining) $ — 2019 — 2020 — 2021 — 2022 400 Thereafter 450 $ 850 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 $13 million and $2 million as of September 30, 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. In a class action captioned Patterson, et al. v. Fidelity National Title Insurance Company, et al. , Case No. GD 03-021176, originally filed on October 27, 2003 and pending in the Court of Common Pleas of Allegheny County, Pennsylvania, plaintiffs allege the named Company underwriters violated Pennsylvania’s Unfair Trade Practices and Consumer Protection Law (“UTPCPL”) by failing to provide premium discounts in accordance with filed rates in refinancing transactions. Contrary to rulings in similar federal court cases that considered the rate rule and agreed with the Company’s position, the court held that the rate rule should be interpreted such that an institutional mortgage in the public record is a “proxy” for prior title insurance entitling a consumer to a discount rate when refinancing when there is a mortgage of record within the number of years required by the rate rule. The rate rule requires sufficient evidence of a prior policy, and because not all institutional mortgages were insured, the Company’s position is that a recorded first mortgage alone does not constitute sufficient evidence of an earlier policy entitling consumers to a discounted rate. The court certified the class refusing to follow prior Pennsylvania Supreme Court and appellate court decisions holding that the UTPCPL requires proof of reliance, an individual issue which precludes certification. After notice to the class, plaintiffs moved for partial summary judgment on liability, and defendants moved for summary judgment. On June 27, 2018, the court entered an order granting plaintiffs’ motion for partial summary judgment on liability, and denying the Company’s motion finding that the Company failed to advise it’s agents how to interpret the rate rule so that it would be uniformly applied, thereby having engaged in “deceptive conduct.” The Company plans to seek interlocutory review of the summary judgment order. The court approved the parties’ stipulation in which they agreed that before interlocutory review is appropriate, the court will first determine which party should bear the burden of ascertaining the class and calculating damages, and determine whether the damages should be trebled. Briefing on these issues is ongoing, with oral argument scheduled for December 3, 2018. There has been no determination as to the size of the class. It is unknown whether plaintiffs will seek statutory or actual damages, whether the judge will exercise discretion to award treble damages or award prejudgment interest, or what plaintiffs’ counsel will seek as reasonable attorneys’ fees. Accordingly, damages are not reasonably estimable at this time. We will continue to vigorously defend this matter, and we do not believe the result will have a material adverse effect on our financial condition. From time to time we receive inquiries and requests for information from state insurance departments, attorneys general and other regulatory agencies about various matters relating to our business. Sometimes these take the form of civil investigative demands or subpoenas. We cooperate with all such inquiries and we have responded to or are currently responding to inquiries from multiple governmental agencies. Also, regulators and courts have been dealing with issues arising from foreclosures and related processes and documentation. Various governmental entities are studying the title insurance product, market, pricing, and business practices, and potential regulatory and legislative changes, which may materially affect our business and operations. From time to time, we are assessed fines for violations of regulations or other matters or enter into settlements with such authorities which may require us to pay fines or claims or take other actions. Operating Leases Future minimum operating lease payments are as follows (in millions): 2018 (remaining) $ 37 2019 139 2020 112 2021 86 2022 61 Thereafter 59 Total future minimum operating lease payments $ 494 |
Dividends
Dividends | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Dividends | Dividends On October 24, 2018 , our Board of Directors declared cash dividends of $ 0.30 per share, payable on December 28, 2018 , to FNF common shareholders of record as of December 14, 2018 . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 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 September 30, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 1,296 $ — $ 1,296 Other revenues 566 125 691 Revenues from external customers 1,862 125 1,987 Interest and investment income, including realized gains and losses 86 12 98 Total revenues 1,948 137 2,085 Depreciation and amortization 38 8 46 Interest expense — 9 9 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 309 (22 ) 287 Income tax expense (benefit) 68 (17 ) 51 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 241 (5 ) 236 Equity in earnings of unconsolidated affiliates 1 — 1 Earnings (loss) from continuing operations $ 242 $ (5 ) $ 237 Assets $ 8,591 $ 780 $ 9,371 Goodwill 2,452 267 2,719 As of and for the three months ended September 30, 2017 : Title Corporate and Other Total (In millions) Title premiums $ 1,277 $ — $ 1,277 Other revenues 563 115 678 Revenues from external customers 1,840 115 1,955 Interest and investment income, including realized gains and losses 32 (1 ) 31 Total revenues 1,872 114 1,986 Depreciation and amortization 40 6 46 Interest expense — 10 10 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 262 (20 ) 242 Income tax expense (benefit) 98 (10 ) 88 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 164 (10 ) 154 Equity in earnings of unconsolidated affiliates 3 — 3 Earnings (loss) from continuing operations $ 167 $ (10 ) $ 157 Assets $ 8,510 $ 1,991 $ 10,501 Goodwill 2,431 252 2,683 As of and for the nine months ended September 30, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 3,663 $ — $ 3,663 Other revenues 1,684 388 2,072 Revenues from external customers 5,347 388 5,735 Interest and investment income, including realized gains and losses 153 13 166 Total revenues 5,500 401 5,901 Depreciation and amortization 116 22 138 Interest expense — 31 31 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 773 (84 ) 689 Income tax expense (benefit) 137 (33 ) 104 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 636 (51 ) 585 Equity in earnings of unconsolidated affiliates 3 1 4 Earnings (loss) from continuing operations $ 639 $ (50 ) $ 589 Assets $ 8,591 $ 780 $ 9,371 Goodwill 2,452 267 2,719 As of and for the nine months ended September 30, 2017 : Title Corporate and Other Total (In millions) Title premiums $ 3,626 $ — $ 3,626 Other revenues 1,634 335 1,969 Revenues from external customers 5,260 335 5,595 Interest and investment income, including realized gains and losses 99 (6 ) 93 Total revenues 5,359 329 5,688 Depreciation and amortization 117 16 133 Interest expense — 39 39 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 707 (63 ) 644 Income tax expense (benefit) 290 (32 ) 258 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 417 (31 ) 386 Equity in earnings of unconsolidated affiliates 7 — 7 Earnings (loss) from continuing operations $ 424 $ (31 ) $ 393 Assets $ 8,510 $ 1,991 $ 10,501 Goodwill 2,431 252 2,683 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 real estate technology subsidiaries and our remaining real estate brokerage businesses. This segment includes the result of operations of Pacific Union through the date of the Pacific Union Sale. 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 FNFV as of September 30, 2017 . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 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 cash payment and non-cash investing and financing activities. Nine months ended September 30, 2018 2017 Cash paid for: Interest $ 33 $ 99 Income taxes 127 287 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 1 $ 2 Change in purchases of investments available for sale payable in period (5 ) (10 ) Receivable for non-cash earnout proceeds for the Pacific Union Sale 10 — Financing activities: Change in accrual for unsettled debt service payments related to the Notes $ (4 ) $ — Change in accrual for the equity portion of unsettled repurchases of the Notes (7 ) — Debt extinguished through the sale of OneDigital — 151 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 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 September 30, Nine months ended September 30, 2018 2017 2018 2017 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Title insurance premiums Direct title insurance premiums; Title $ 1,296 $ 1,277 $ 3,663 $ 3,626 Home warranty Escrow, title-related and other fees Title 46 47 137 131 Total revenue from insurance contracts 1,342 1,324 3,800 3,757 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 219 216 637 610 Other title-related fees and income Escrow, title-related and other fees Title 154 155 459 456 Real estate brokerage Escrow, title-related and other fees Corporate and other 95 99 305 287 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 95 99 293 313 Real estate technology Escrow, title-related and other fees Corporate and other 25 18 77 49 Other Escrow, title-related and other fees Corporate and other 3 — 4 — Total revenue from contracts with customers 591 587 1,775 1,715 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 54 44 160 123 Interest and investment income Interest and investment income Various 48 32 131 93 Realized gains and losses, net Realized gains and losses, net Various 50 (1 ) 35 — Total revenues Total revenues 2,085 1,986 5,901 5,688 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. Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Substantially all of our home warranty 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 ServiceLink, 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 trade receivables and deferred revenue: September 30, 2018 December 31, 2017 (In millions) Trade receivables $ 292 $ 292 Deferred revenue (contract liabilities) 112 107 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 primarily 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 September 30, 2018 , we recognized $43 million of revenue which was included in deferred revenue at the beginning of the period. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 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 in our Condensed Consolidated Statements of Earnings for the three and nine months ended September 30, 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 nine months ended September 30, 2018 which were previously eliminated in our condensed consolidated financial statements as intra-entity transactions are not material to our results of operations. A summary of the operations of Black Knight included in discontinued operations is shown below (in millions): Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 250 $ 745 Realized gains and losses, net 6 (13 ) Total revenues 256 732 Expenses: Personnel costs 94 292 Other operating expenses 49 145 Depreciation and amortization 51 154 Interest expense 14 42 Total expenses 208 633 Earnings from discontinued operations before income taxes 48 99 Income tax expense 17 40 Net earnings from discontinued operations 31 59 Less: Net earnings attributable to non-controlling interests 17 36 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 14 $ 23 Cash flow from discontinued operations data: Net cash provided by operations $ 116 $ 240 Net cash used in investing activities (16 ) (46 ) FNFV As a result of the FNFV Split-Off we have reclassified the financial results of FNFV Group to discontinued operations for the three and nine months ended September 30, 2017 in our Condensed 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 nine months ended September 30, 2017 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 September 30, 2018 , we own approximately 7.9% 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 September 30, 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 (in millions): Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 11 $ 102 Restaurant revenue 269 830 Interest and investment income 2 4 Realized gains and losses, net (3 ) 277 Total revenues 279 1,213 Expenses: Personnel costs 19 136 Other operating expenses 25 80 Cost of restaurant revenue 243 728 Depreciation and amortization 12 44 Interest expense 1 8 Total expenses 300 996 (Loss) earnings from discontinued operations before income taxes (21 ) 217 Income tax (benefit) expense (14 ) 97 (Loss) earnings from continuing operations before equity in losses of unconsolidated affiliates (7 ) 120 Equity in losses of unconsolidated affiliates (6 ) (14 ) Net (loss) earnings from discontinued operations (13 ) 106 Less: Net loss attributable to non-controlling interests (8 ) (11 ) Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders $ (5 ) $ 117 Cash flow from discontinued operations data: Net cash used in operations $ (27 ) $ (125 ) Net cash provided by investing activities 11 109 Reconciliation to Condensed Consolidated Financial Statements A reconciliation of the net earnings of Black Knight and FNFV to the Condensed Consolidated Statements of Earnings is shown below: Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Earnings from discontinued operations attributable to Black Knight $ 31 $ 59 (Loss) earnings from discontinued operations attributable to FNFV (13 ) 106 Net earnings from discontinued operations, net of tax $ 18 $ 165 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goo dwill consists of the following: Title Corporate and Other Total (In millions) Balance, December 31, 2017 $ 2,432 $ 314 $ 2,746 Goodwill acquired during the year 8 1 9 Adjustments to prior year acquisitions 12 4 16 Pacific Union Sale (1) — (52 ) (52 ) Balance, September 30, 2018 $ 2,452 $ 267 $ 2,719 _____________________________________ (1) See Note A for further discussion of the Pacific Union Sale. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Title Guaranty of Hawaii On August 31, 2017, we completed our acquisition of 90% of the membership interest of Title Guaranty of Hawaii ("Title Guaranty") for $98 million . Title Guaranty was previously an unaffiliated agent and will continue to be closely aligned with Chicago Title as part of the FNF title company family. We paid total consideration, net of cash received, of $93 million in exchange for 90% of the equity interests of Title Guaranty. The total cash consideration paid was as follows (in millions): Cash paid $ 98 Less: Cash Acquired (5 ) Total net consideration paid $ 93 The purchase price has been allocated to Title Guaranty's assets acquired and liabilities assumed based on our best estimates of their fair values as of the acquisition date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets acquired. The goodwill recorded is expected to be deductible for tax purposes. The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (dollars in millions): Fair Value Accounts receivable $ 1 Property and equipment 4 Other intangible assets 49 Goodwill 41 Title plant 11 Prepaid expenses and other 2 Total assets acquired 108 Accounts payable and accrued liabilities 5 Total liabilities assumed 5 Non-controlling interests assumed 10 Total liabilities and equity assumed 15 Net assets acquired $ 93 The gross carrying value and weighted average estimated useful lives of Property and equipment and Other intangible assets acquired in the Title Guaranty acquisition consist of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 4 5 Other intangible assets: Customer relationships 43 10 Tradename 5 10 Software 1 2 Total Other intangible assets 49 Total $ 53 |
Basis of Financial Statements (
Basis of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statements | The financial information in this report presented for interim periods is unaudited and 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. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. |
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 material 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 Realized gains and losses, net in our Condensed Consolidated Statements of Earnings. See Note D. Investments for further details. 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 previously did 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 nine months ended September 30, 2017 : an increase in the net change in cash and cash equivalents of $237 million due to the inclusion of the change in our cash pledged against secured trust deposits, an increase in investing cash inflow of $177 million related to the movement of cash paid for investments pledged against secured trust deposits from operating to investing activities, and a decrease in financing cash outflow of $63 million related to the movement of the change in secured trust deposits from operating to financing activities. In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Reform. We adopted this ASU on April 1, 2018. Adoption of this ASU resulted in no net reclassification from Accumulated other comprehensive loss to Retained earnings. Other Pronouncements Not Yet Adopted Leases 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 allows for 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. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842): Targeted Improvements which allows entities the option to adopt this standard prospectively with a cumulative-effect adjustment to opening equity and include required disclosures for prior periods. We have identified a vendor with software suited to track and account for leases under the new standard and are in process of transitioning our lease accounting within the software. We anticipate this standard will have a material impact on our consolidated balance sheets. However, while we are still completing our analysis, we do not anticipate that adoption of this ASU will have a material impact on our consolidated statements of earnings. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for leased office space. We plan to prospectively adopt this standard on January 1, 2019 and to use the package of practical expedients available upon adoption. Other 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 still 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. Revenues from our home warranty business are generated from contracts with customers to provide warranty for major home appliances. Substantially all of our home warranty 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 ServiceLink, 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 Claims_2
Summary of Reserve for Claims Losses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Summary of the Reserve for Claim Losses | A summary of the reserve for claim losses follows: Nine months ended September 30, 2018 2017 (Dollars in millions) Beginning balance $ 1,490 $ 1,487 Change in reinsurance recoverable 1 (4 ) Claim loss provision related to: Current year 165 174 Prior years — 7 Total title claim loss provision 165 181 Claims paid, net of recoupments related to: Current year (3 ) (4 ) Prior years (162 ) (164 ) Total title claims paid, net of recoupments (165 ) (168 ) Ending balance of claim loss reserve for title insurance $ 1,491 $ 1,496 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) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 , respectively: September 30, 2018 Level 1 Level 2 Level 3 Total (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ — $ 232 $ — $ 232 State and political subdivisions — 185 — 185 Corporate debt securities — 1,316 13 1,329 Mortgage-backed/asset-backed securities — 48 — 48 Foreign government bonds — 62 — 62 Preferred securities 26 282 — 308 Equity securities 688 1 — 689 Other long-term investment — — 104 104 Total assets $ 714 $ 2,126 $ 117 $ 2,957 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 and nine months ended September 30, 2018 . Three months ended September 30, 2018 Other long-term Corporate debt investments securities Total (In millions) Fair value, June 30, 2018 $ 102 $ 13 $ 115 Paid-in-kind dividends (1) 2 — 2 Fair value, September 30, 2018 $ 104 $ 13 $ 117 Nine months ended September 30, 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) 5 — 5 Net valuation loss included in earnings (2) (1 ) — (1 ) Fair value, September 30, 2018 $ 104 $ 13 $ 117 _____________________________________ (1) Included in Interest and investment income on the Condensed Consolidated Statements of Earnings (2) Included in Realized gains and losses, net on the Condensed Consolidated Statements of Earnings |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 Carrying Cost Unrealized Unrealized Fair Value Basis Gains Losses Value (In millions) Fixed maturity securities available for sale: U.S. government and agencies $ 232 $ 235 $ — $ (3 ) $ 232 State and political subdivisions 185 184 2 (1 ) 185 Corporate debt securities 1,329 1,336 4 (11 ) 1,329 Mortgage-backed/asset-backed securities 48 49 — (1 ) 48 Foreign government bonds 62 65 — (3 ) 62 Total $ 1,856 $ 1,869 $ 6 $ (19 ) $ 1,856 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 September 30, 2018 : September 30, 2018 Amortized % of Fair % of Maturity Cost Total Value Total (Dollars in millions) One year or less $ 365 20 % $ 363 20 % After one year through five years 1,259 67 1,250 67 After five years through ten years 175 9 175 9 After ten years 21 1 20 1 Mortgage-backed/asset-backed securities 49 3 48 3 Total $ 1,869 100 % $ 1,856 100 % |
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 September 30, 2018 and December 31, 2017 , were as follows (in millions): September 30, 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 $ 156 $ (2 ) $ 73 $ (1 ) $ 229 $ (3 ) State and political subdivisions 22 (1 ) — — $ 22 $ (1 ) Corporate debt securities 975 (9 ) 82 (2 ) 1,057 (11 ) Foreign government bonds 33 (2 ) 11 (1 ) 44 (3 ) Mortgage-backed/asset-backed securities — — 16 (1 ) 16 (1 ) Total temporarily impaired securities $ 1,186 $ (14 ) $ 182 $ (5 ) $ 1,368 $ (19 ) 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 tables present realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the three and nine -month periods ended September 30, 2018 and 2017 , respectively: Three months ended September 30, 2018 Nine months ended September 30, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ — $ — $ — $ 119 $ 4 $ (3 ) $ 1 $ 662 Preferred stock — — — 6 1 — 1 52 Equity securities 2 (4 ) (2 ) 89 5 (8 ) (3 ) 108 Valuation gain on equity securities 42 — 30 — Valuation loss on preferred securities — — (8 ) — Property and equipment — — 5 21 Pacific Union Sale 10 53 10 53 Other realized gains and losses, net — — (1 ) — Total $ 50 $ 267 $ 35 $ 896 Three months ended September 30, 2017 Nine months ended September 30, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) (In millions) Fixed maturity securities available for sale $ — $ (1 ) $ (1 ) $ 170 $ 5 $ (6 ) $ (1 ) $ 610 Preferred stock available for sale — — — — — — — — 10 Equity securities available for sale 1 — 1 — — — — — — Other long-term investments — 5 8 19 Loss on debt redemptions (1 ) — (6 ) — Other assets — — (1 ) — Total $ (1 ) $ 175 $ — $ 639 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: September 30, December 31, (In millions) Unsecured notes, net of discount, interest payable semi-annually at 4.50%, due August 2028 $ 442 $ — 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 — 65 Revolving Credit Facility, unsecured, unused portion of $800, due April 2022 with interest payable monthly at LIBOR + 1.40% (4 ) 295 Other — 2 $ 836 $ 759 |
Schedule of Principal Maturities of Notes Payable | Gross principal maturities of notes payable at September 30, 2018 are as follows (in millions): 2018 (remaining) $ — 2019 — 2020 — 2021 — 2022 400 Thereafter 450 $ 850 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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) $ 37 2019 139 2020 112 2021 86 2022 61 Thereafter 59 Total future minimum operating lease payments $ 494 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Summarized financial information concerning our reportable segments is shown in the following tables. As of and for the three months ended September 30, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 1,296 $ — $ 1,296 Other revenues 566 125 691 Revenues from external customers 1,862 125 1,987 Interest and investment income, including realized gains and losses 86 12 98 Total revenues 1,948 137 2,085 Depreciation and amortization 38 8 46 Interest expense — 9 9 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 309 (22 ) 287 Income tax expense (benefit) 68 (17 ) 51 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 241 (5 ) 236 Equity in earnings of unconsolidated affiliates 1 — 1 Earnings (loss) from continuing operations $ 242 $ (5 ) $ 237 Assets $ 8,591 $ 780 $ 9,371 Goodwill 2,452 267 2,719 As of and for the three months ended September 30, 2017 : Title Corporate and Other Total (In millions) Title premiums $ 1,277 $ — $ 1,277 Other revenues 563 115 678 Revenues from external customers 1,840 115 1,955 Interest and investment income, including realized gains and losses 32 (1 ) 31 Total revenues 1,872 114 1,986 Depreciation and amortization 40 6 46 Interest expense — 10 10 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 262 (20 ) 242 Income tax expense (benefit) 98 (10 ) 88 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 164 (10 ) 154 Equity in earnings of unconsolidated affiliates 3 — 3 Earnings (loss) from continuing operations $ 167 $ (10 ) $ 157 Assets $ 8,510 $ 1,991 $ 10,501 Goodwill 2,431 252 2,683 As of and for the nine months ended September 30, 2018 : Title Corporate and Other Total (In millions) Title premiums $ 3,663 $ — $ 3,663 Other revenues 1,684 388 2,072 Revenues from external customers 5,347 388 5,735 Interest and investment income, including realized gains and losses 153 13 166 Total revenues 5,500 401 5,901 Depreciation and amortization 116 22 138 Interest expense — 31 31 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 773 (84 ) 689 Income tax expense (benefit) 137 (33 ) 104 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 636 (51 ) 585 Equity in earnings of unconsolidated affiliates 3 1 4 Earnings (loss) from continuing operations $ 639 $ (50 ) $ 589 Assets $ 8,591 $ 780 $ 9,371 Goodwill 2,452 267 2,719 As of and for the nine months ended September 30, 2017 : Title Corporate and Other Total (In millions) Title premiums $ 3,626 $ — $ 3,626 Other revenues 1,634 335 1,969 Revenues from external customers 5,260 335 5,595 Interest and investment income, including realized gains and losses 99 (6 ) 93 Total revenues 5,359 329 5,688 Depreciation and amortization 117 16 133 Interest expense — 39 39 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 707 (63 ) 644 Income tax expense (benefit) 290 (32 ) 258 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 417 (31 ) 386 Equity in earnings of unconsolidated affiliates 7 — 7 Earnings (loss) from continuing operations $ 424 $ (31 ) $ 393 Assets $ 8,510 $ 1,991 $ 10,501 Goodwill 2,431 252 2,683 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow information | The following supplemental cash flow information is provided with respect to certain cash payment and non-cash investing and financing activities. Nine months ended September 30, 2018 2017 Cash paid for: Interest $ 33 $ 99 Income taxes 127 287 Non-cash investing and financing activities: Investing activities: Change in proceeds of sales of investments available for sale receivable in period $ 1 $ 2 Change in purchases of investments available for sale payable in period (5 ) (10 ) Receivable for non-cash earnout proceeds for the Pacific Union Sale 10 — Financing activities: Change in accrual for unsettled debt service payments related to the Notes $ (4 ) $ — Change in accrual for the equity portion of unsettled repurchases of the Notes (7 ) — Debt extinguished through the sale of OneDigital — 151 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Title insurance premiums Direct title insurance premiums; Title $ 1,296 $ 1,277 $ 3,663 $ 3,626 Home warranty Escrow, title-related and other fees Title 46 47 137 131 Total revenue from insurance contracts 1,342 1,324 3,800 3,757 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 219 216 637 610 Other title-related fees and income Escrow, title-related and other fees Title 154 155 459 456 Real estate brokerage Escrow, title-related and other fees Corporate and other 95 99 305 287 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 95 99 293 313 Real estate technology Escrow, title-related and other fees Corporate and other 25 18 77 49 Other Escrow, title-related and other fees Corporate and other 3 — 4 — Total revenue from contracts with customers 591 587 1,775 1,715 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 54 44 160 123 Interest and investment income Interest and investment income Various 48 32 131 93 Realized gains and losses, net Realized gains and losses, net Various 50 (1 ) 35 — Total revenues Total revenues 2,085 1,986 5,901 5,688 |
Information about Trade Receivables and Deferred Revenue | The following table provides information about trade receivables and deferred revenue: September 30, 2018 December 31, 2017 (In millions) Trade receivables $ 292 $ 292 Deferred revenue (contract liabilities) 112 107 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Operations Included in Discontinued Operations | A summary of the operations of Black Knight included in discontinued operations is shown below (in millions): Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 250 $ 745 Realized gains and losses, net 6 (13 ) Total revenues 256 732 Expenses: Personnel costs 94 292 Other operating expenses 49 145 Depreciation and amortization 51 154 Interest expense 14 42 Total expenses 208 633 Earnings from discontinued operations before income taxes 48 99 Income tax expense 17 40 Net earnings from discontinued operations 31 59 Less: Net earnings attributable to non-controlling interests 17 36 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 14 $ 23 Cash flow from discontinued operations data: Net cash provided by operations $ 116 $ 240 Net cash used in investing activities (16 ) (46 ) A summary of the operations of FNFV included in discontinued operations is shown below (in millions): Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Revenues: Escrow, title-related and other fees $ 11 $ 102 Restaurant revenue 269 830 Interest and investment income 2 4 Realized gains and losses, net (3 ) 277 Total revenues 279 1,213 Expenses: Personnel costs 19 136 Other operating expenses 25 80 Cost of restaurant revenue 243 728 Depreciation and amortization 12 44 Interest expense 1 8 Total expenses 300 996 (Loss) earnings from discontinued operations before income taxes (21 ) 217 Income tax (benefit) expense (14 ) 97 (Loss) earnings from continuing operations before equity in losses of unconsolidated affiliates (7 ) 120 Equity in losses of unconsolidated affiliates (6 ) (14 ) Net (loss) earnings from discontinued operations (13 ) 106 Less: Net loss attributable to non-controlling interests (8 ) (11 ) Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders $ (5 ) $ 117 Cash flow from discontinued operations data: Net cash used in operations $ (27 ) $ (125 ) Net cash provided by investing activities 11 109 |
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 Condensed Consolidated Statements of Earnings is shown below: Three months ended September 30, Nine months ended September 30, 2017 2017 (Unaudited) Earnings from discontinued operations attributable to Black Knight $ 31 $ 59 (Loss) earnings from discontinued operations attributable to FNFV (13 ) 106 Net earnings from discontinued operations, net of tax $ 18 $ 165 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goo dwill consists of the following: Title Corporate and Other Total (In millions) Balance, December 31, 2017 $ 2,432 $ 314 $ 2,746 Goodwill acquired during the year 8 1 9 Adjustments to prior year acquisitions 12 4 16 Pacific Union Sale (1) — (52 ) (52 ) Balance, September 30, 2018 $ 2,452 $ 267 $ 2,719 _____________________________________ (1) See Note A for further discussion of the Pacific Union Sale. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Consideration Paid Title Guaranty | The total cash consideration paid was as follows (in millions): Cash paid $ 98 Less: Cash Acquired (5 ) Total net consideration paid $ 93 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the total purchase price consideration and the fair value amounts recognized for the assets acquired and liabilities assumed as of the acquisition date (dollars in millions): Fair Value Accounts receivable $ 1 Property and equipment 4 Other intangible assets 49 Goodwill 41 Title plant 11 Prepaid expenses and other 2 Total assets acquired 108 Accounts payable and accrued liabilities 5 Total liabilities assumed 5 Non-controlling interests assumed 10 Total liabilities and equity assumed 15 Net assets acquired $ 93 |
Gross Carrying Value and Weighted Average Useful Lives of Property and Equipment and Other Intangible Assets Acquired | The gross carrying value and weighted average estimated useful lives of Property and equipment and Other intangible assets acquired in the Title Guaranty acquisition consist of the following (dollars in millions): Gross Carrying Value Weighted Average Estimated Useful Life (in years) Property and equipment $ 4 5 Other intangible assets: Customer relationships 43 10 Tradename 5 10 Software 1 2 Total Other intangible assets 49 Total $ 53 |
Basis of Financial Statements -
Basis of Financial Statements - Recent Developments (Details) - Stewart Information Services Corporation $ / shares in Units, $ in Millions | Mar. 18, 2018USD ($)$ / shares | Sep. 05, 2018 |
Business Acquisition [Line Items] | ||
Consideration for acquisition | $ 1,200 | |
Consideration to be paid in cash, as percentage | 50.00% | |
Consideration transferred, net debt assumed | $ 109 | |
Proforma debt to capital (no more than) | 0.20 | |
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 | |
Merger approval, percentage of votes cash | 99.00% | |
Merger approval by shareholders, percentage of outstanding shares represented | 79.00% | |
Maximum | ||
Business Acquisition [Line Items] | ||
Consideration, per share of common stock (in dollars per share) | $ / shares | $ 50 | |
Acquisition, stock exchange ratio | 0.6425 | |
Minimum | ||
Business Acquisition [Line Items] | ||
Consideration, per share of common stock (in dollars per share) | $ / shares | $ 25 | |
Acquisition, stock exchange ratio | 1.2850 | |
Purchase price adjusted down on a pro-rata basis to a minimum purchase price (in dollars per share) | $ / shares | $ 45.50 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Consideration to be paid in stock, as percentage | 50.00% |
Basis of Financial Statements_2
Basis of Financial Statements - Other Developments (Details) - USD ($) | Sep. 24, 2018 | Aug. 13, 2018 |
4.50 % Notes Due August 2028 | Unsecured notes | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Aggregate principal amount | $ 450,000,000 | |
Stated interest rate | 4.50% | |
Discontinued Operations | Pacific Union | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Equity interest sold | 62.00% | |
Cash proceeds from sale of equity interest | $ 43,000,000 | |
Potential earnout payments (up to) | 21,000,000 | |
Potential earnout payments range, low | $ 0 | |
Potential earnout payment, cash, percentage | 60.00% | |
Potential earnout percentage,stock, percentage | 40.00% | |
Earnout payable years | 3 years |
Basis of Financial Statements_3
Basis of Financial Statements - Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Antidilutive options (in shares) | 0 | 0 | 0 |
Basis of Financial Statements_4
Basis of Financial Statements - Income Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Effective tax rate, percent | 17.80% | 36.40% | 15.10% | 40.10% | |
Decrease in effective tax rate attributable to reversal of certain tax contingencies | $ 8 | ||||
Decrease in effective tax rate attributable to change in estimate in Q2 2018 | $ 45 | ||||
Tax Cuts And Jobs Act Of 2017, change in judgment, tax deductibility of legal settlements, income tax expense | $ 21 |
Basis of Financial Statements_5
Basis of Financial Statements - Discontinued Operations (Details) shares in Millions | Nov. 17, 2017$ / shares | Sep. 29, 2017shares | Sep. 30, 2018$ / shares | Dec. 31, 2017$ / shares |
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 | $ 0.0001 | $ 0.0001 | |
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 | |||
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 |
Basis of Financial Statements_6
Basis of Financial Statements - Other Pronouncements (Details) - USD ($) | Apr. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Other long-term investments | $ 138,000,000 | $ 138,000,000 | $ 110,000,000 | ||
Increase in cash from investing activities | (42,000,000) | $ 178,000,000 | |||
Decrease in financing outflow | (317,000,000) | (832,000,000) | |||
Movement of cash pledged, from operating activities | $ 671,000,000 | 563,000,000 | |||
ASU 2016-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative effect adjustment on opening retained earning | (19,000,000) | ||||
Other long-term investments | (19,000,000) | ||||
Accounting Standards Update 2016-18 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in net change in cash and cash equivalents | 237,000,000 | ||||
Increase in cash from investing activities | 177,000,000 | ||||
Decrease in financing outflow | 63,000,000 | ||||
ASU 2016-18, movement of cash paid for investments pledged against secured trust deposits | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Movement of cash pledged, from operating activities | (174,000,000) | ||||
ASU 2016-18, movement of the change in secured trust deposits | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Movement of cash pledged, from operating activities | $ (32,000,000) | ||||
Accumulated Other Comprehensive Income | ASU 2018-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for stranded tax effects, Tax Reform Act | $ 0 | ||||
Accumulated Other Comprehensive Income | ASU 2016-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative effect adjustment on opening retained earning | 109,000,000 | ||||
Retained Earnings | ASU 2018-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for stranded tax effects, Tax Reform Act | $ 1,000,000 | ||||
Retained Earnings | ASU 2016-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative effect adjustment on opening retained earning | $ (128,000,000) |
Summary of Reserve for Claims_3
Summary of Reserve for Claims Losses (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||
Beginning balance | $ 1,490 | $ 1,487 |
Change in reinsurance recoverable | 1 | (4) |
Claim loss provision related to: | ||
Current year | 165 | 174 |
Prior years | 0 | 7 |
Total title claim loss provision | 165 | 181 |
Claims paid, net of recoupments related to: | ||
Current year | (3) | (4) |
Prior years | (162) | (164) |
Total title claims paid, net of recoupments | (165) | (168) |
Ending balance of claim loss reserve for title insurance | $ 1,491 | $ 1,496 |
Provision for title insurance claim losses as a percentage of title insurance premiums | 4.50% | 5.00% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities Measured on a Recurring Basis (Details) | Sep. 30, 2018USD ($)firm | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available for sale debt securities | $ 1,856,000,000 | $ 1,816,000,000 | |
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 | $ 232,000,000 | 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 | 185,000,000 | 391,000,000 | |
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available for sale debt securities | 1,329,000,000 | 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 | 48,000,000 | 56,000,000 | |
Foreign government bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available for sale debt securities | 62,000,000 | 57,000,000 | |
Preferred securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 308,000,000 | 319,000,000 | |
Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 689,000,000 | 681,000,000 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets held at fair value | 0 | $ 0 | |
Liabilities held at fair value | 0 | 0 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 2,957,000,000 | 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 | 232,000,000 | 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 | 185,000,000 | 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 | 1,329,000,000 | 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 | 48,000,000 | 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 | 62,000,000 | 57,000,000 | |
Fair Value, Measurements, Recurring | Preferred securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 308,000,000 | 319,000,000 | |
Fair Value, Measurements, Recurring | Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 689,000,000 | 681,000,000 | |
Fair Value, Measurements, Recurring | Other long-term investment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 104,000,000 | ||
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 714,000,000 | 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] | |||
Equity securities, at fair value | 26,000,000 | 23,000,000 | |
Fair Value, Measurements, Recurring | Level 1 | Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 688,000,000 | 681,000,000 | |
Fair Value, Measurements, Recurring | Level 1 | Other long-term investment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, 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 | 2,126,000,000 | 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 | 232,000,000 | 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 | 185,000,000 | 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 | 1,316,000,000 | 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 | 48,000,000 | 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 | 62,000,000 | 57,000,000 | |
Fair Value, Measurements, Recurring | Level 2 | Preferred securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 282,000,000 | 296,000,000 | |
Fair Value, Measurements, Recurring | Level 2 | Equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | 1,000,000 | 0 | |
Fair Value, Measurements, Recurring | Level 2 | Other long-term investment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, 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 | 117,000,000 | 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] | |||
Equity securities, 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] | |||
Equity securities, at fair value | 0 | $ 0 | |
Fair Value, Measurements, Recurring | Level 3 | Other long-term investment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, at fair value | $ 104,000,000 |
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 | 9 Months Ended | |
Sep. 30, 2018USD ($)firm | Sep. 30, 2018USD ($)firm | Dec. 31, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Number of firms utilized | firm | 1 | 1 | |
Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, Beginning of period | $ 115 | $ 0 | |
Transfers from Level 2 | 13 | ||
Paid-in-kind dividends | 2 | 5 | |
Net valuation loss included in earnings | (1) | ||
Fair value, End of period | 117 | 117 | |
Level 3 | Fair Value, Measurements, Recurring | ASU 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 | ||
Level 3 | Fair Value, Measurements, Recurring | Other long-term investment | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, Beginning of period | 102 | 0 | |
Transfers from Level 2 | 0 | ||
Paid-in-kind dividends | 2 | 5 | |
Net valuation loss included in earnings | (1) | ||
Fair value, End of period | 104 | 104 | |
Level 3 | Fair Value, Measurements, Recurring | Other long-term investment | ASU 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 | ||
Level 3 | Fair Value, Measurements, Recurring | Corporate debt securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, Beginning of period | 13 | 0 | |
Transfers from Level 2 | 13 | ||
Paid-in-kind dividends | 0 | 0 | |
Net valuation loss included in earnings | 0 | ||
Fair value, End of period | $ 13 | $ 13 | |
Level 3 | Fair Value, Measurements, Recurring | Corporate debt securities | ASU 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 | Measurement Input, Discount Rate | Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, discount rate | 0.079 | 0.079 | |
Level 3 | Measurement Input, Discount Rate | Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, discount rate | 0.081 | 0.081 | |
Level 3 | Measurement Input, Discount Rate | Weighted Average | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, discount rate | 0.080 | 0.080 |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amount and Fair Value of Available for Sale Securities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Fixed maturity securities available for sale: | ||
Carrying Value | $ 1,856 | $ 1,816 |
Cost Basis, debt securities | 1,869 | |
Unrealized Gains, debt securities | 6 | |
Unrealized Losses, debt securities | (19) | |
Available-for-sale securities: | ||
Total, Carrying Value | 2,816 | |
Total Cost Basis | 2,630 | |
Total, Unrealized Gains | 201 | |
Total, Unrealized Losses | (15) | |
U.S. government and agencies | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 232 | 195 |
Cost Basis, debt securities | 235 | 196 |
Unrealized Gains, debt securities | 0 | 0 |
Unrealized Losses, debt securities | (3) | (1) |
State and political subdivisions | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 185 | 391 |
Cost Basis, debt securities | 184 | 387 |
Unrealized Gains, debt securities | 2 | 4 |
Unrealized Losses, debt securities | (1) | 0 |
Corporate debt securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 1,329 | 1,117 |
Cost Basis, debt securities | 1,336 | 1,110 |
Unrealized Gains, debt securities | 4 | 11 |
Unrealized Losses, debt securities | (11) | (4) |
Mortgage-backed/asset-backed securities | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 48 | 56 |
Cost Basis, debt securities | 49 | 55 |
Unrealized Gains, debt securities | 0 | 1 |
Unrealized Losses, debt securities | (1) | 0 |
Foreign government bonds | ||
Fixed maturity securities available for sale: | ||
Carrying Value | 62 | 57 |
Cost Basis, debt securities | 65 | 58 |
Unrealized Gains, debt securities | 0 | 1 |
Unrealized Losses, debt securities | $ (3) | (2) |
Preferred securities | ||
Available for sale equity securities: | ||
Carrying Value | 319 | |
Cost Basis, equity securities | 307 | |
Unrealized Gains, equity securities | 12 | |
Unrealized Losses, equity securities | 0 | |
Equity securities | ||
Available for sale equity securities: | ||
Carrying Value | 681 | |
Cost Basis, equity securities | 517 | |
Unrealized Gains, equity securities | 172 | |
Unrealized Losses, equity securities | $ (8) |
Investments - Maturity of Fixed
Investments - Maturity of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Amortized Cost | ||
One year or less | $ 365 | |
After one year through five years | 1,259 | |
After five years through ten years | 175 | |
After ten years | 21 | |
Mortgage-backed/asset-backed securities | 49 | |
Cost Basis, debt securities | $ 1,869 | |
Amortized Cost, % of Total | ||
One year or less | 20.00% | |
After one year through five years | 67.00% | |
After five years through ten years | 9.00% | |
After ten years | 1.00% | |
Mortgage-backed/asset-backed securities | 3.00% | |
Total | 100.00% | |
Fair Value | ||
One year or less | $ 363 | |
After one year through five years | 1,250 | |
After five years through ten years | 175 | |
After ten years | 20 | |
Mortgage-backed/asset-backed securities | 48 | |
Total | $ 1,856 | $ 1,816 |
Fair Value, % of Total | ||
One year or less | 20.00% | |
After one year through five years | 67.00% | |
After five years through ten years | 9.00% | |
After ten years | 1.00% | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value | ||
Less than 12 Months | $ 1,186 | |
12 Months or Longer | 182 | |
Total | 1,368 | |
Less than 12 Months | $ 734 | |
12 Months or Longer | 66 | |
Total | 800 | |
Unrealized Losses | ||
Less than 12 Months | (14) | |
12 Months or Longer | (5) | |
Total | (19) | |
Less than 12 Months | (11) | |
12 Months or Longer | (4) | |
Total | (15) | |
U.S. government and agencies | ||
Fair Value | ||
Less than 12 Months | 156 | |
12 Months or Longer | 73 | |
Total | 229 | |
Less than 12 Months | 149 | |
12 Months or Longer | 0 | |
Total | 149 | |
Unrealized Losses | ||
Less than 12 Months | (2) | |
12 Months or Longer | (1) | |
Total | (3) | |
Less than 12 Months | (1) | |
12 Months or Longer | 0 | |
Total | (1) | |
State and political subdivisions | ||
Fair Value | ||
Less than 12 Months | 22 | |
12 Months or Longer | 0 | |
Total | 22 | |
Unrealized Losses | ||
Less than 12 Months | (1) | |
12 Months or Longer | 0 | |
Total | (1) | |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 975 | |
12 Months or Longer | 82 | |
Total | 1,057 | |
Less than 12 Months | 464 | |
12 Months or Longer | 51 | |
Total | 515 | |
Unrealized Losses | ||
Less than 12 Months | (9) | |
12 Months or Longer | (2) | |
Total | (11) | |
Less than 12 Months | (3) | |
12 Months or Longer | (1) | |
Total | (4) | |
Foreign government bonds | ||
Fair Value | ||
Less than 12 Months | 33 | |
12 Months or Longer | 11 | |
Total | 44 | |
Less than 12 Months | 0 | |
12 Months or Longer | 10 | |
Total | 10 | |
Unrealized Losses | ||
Less than 12 Months | (2) | |
12 Months or Longer | (1) | |
Total | (3) | |
Less than 12 Months | 0 | |
12 Months or Longer | (2) | |
Total | (2) | |
Mortgage-backed/asset-backed securities | ||
Fair Value | ||
Less than 12 Months | 0 | |
12 Months or Longer | 16 | |
Total | 16 | |
Unrealized Losses | ||
Less than 12 Months | 0 | |
12 Months or Longer | (1) | |
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 | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Impairment charges related to investments | $ 0 | $ 0 | $ 3,000,000 | $ 1,000,000 | |
Available-for-sale, amount held with previously recognized other than temporary impairments | $ 2,000,000 | $ 2,000,000 | $ 0 |
Investments - Realized Gains an
Investments - Realized Gains and Losses and Proceeds on Investments and Other Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property and equipment | ||||
Net Realized Gains (Losses) | $ 0 | $ 5 | ||
Gross Proceeds from Sale/Maturity | 0 | 21 | $ 2 | |
Other long-term investments | ||||
Net Realized Gains (Losses) | 10 | $ 0 | 10 | 8 |
Gross Proceeds from Sale/Maturity | 53 | 5 | 53 | 19 |
Loss on debt redemptions | ||||
Net Realized Gains (Losses) | (1) | (6) | ||
Gross Proceeds from Sale/Maturity | 0 | 0 | ||
Other realized gains and losses, net | ||||
Net Realized Gains (Losses) | 0 | 0 | (1) | (1) |
Gross Proceeds from Sale/Maturity | 0 | 0 | 0 | 0 |
Total | ||||
Net Realized Gains (Losses) | 50 | (1) | 35 | 0 |
Gross Proceeds from Sale/Maturity | 267 | 175 | 896 | 639 |
Fixed maturity securities available for sale | ||||
Fixed maturity securities available for sale | ||||
Gross Realized Gains | 0 | 0 | 4 | 5 |
Gross Realized Losses | 0 | (1) | (3) | (6) |
Net Realized Gains (Losses) | 0 | (1) | 1 | (1) |
Gross Proceeds from Sale/Maturity | 119 | 170 | 662 | 610 |
Preferred securities | ||||
Equity Securities, FV-NI, Realized Gain (Loss) [Abstract] | ||||
Gross Realized Gains | 0 | 0 | 1 | 0 |
Gross Realized Losses | 0 | 0 | 0 | 0 |
Net Realized Gains (Losses) | 0 | 0 | 1 | 0 |
Valuation losses | 0 | (8) | ||
Gross Proceeds from Sale/Maturity | 6 | 0 | 52 | 10 |
Equity securities | ||||
Equity Securities, FV-NI, Realized Gain (Loss) [Abstract] | ||||
Gross Realized Gains | 2 | 1 | 5 | 0 |
Gross Realized Losses | (4) | 0 | (8) | 0 |
Net Realized Gains (Losses) | (2) | 1 | (3) | 0 |
Valuation losses | 42 | 30 | ||
Gross Proceeds from Sale/Maturity | $ 89 | $ 0 | $ 108 | $ 0 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Nov. 17, 2017 | Sep. 30, 2018 | Aug. 13, 2018 | Dec. 31, 2017 | Aug. 28, 2012 | Aug. 02, 2011 |
Debt Instrument [Line Items] | ||||||
Notes payable | $ 836 | $ 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 4.50%, due August 2028 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 442 | 0 | ||||
Stated interest rate | 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 | $ 0 | 65 | ||||
Stated interest rate | 4.25% | 4.25% | ||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $800, due April 2022 with interest payable monthly at LIBOR 1.40% | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ (4) | 295 | ||||
Unused portion | $ 800 | |||||
Line of Credit | Revolving Credit Facility, unsecured, unused portion of $800, due April 2022 with interest payable monthly at LIBOR 1.40% | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.40% | |||||
Other | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 0 | $ 2 |
Notes Payable - Long Term Debt
Notes Payable - Long Term Debt Narrative (Details) | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Excess fair value over carrying value of long-term debt | $ 17,000,000 |
Debt issuance costs, net | 14,000,000 |
Unsecured notes | Level 2 | |
Debt Instrument [Line Items] | |
Fair value of long term debt | $ 867,000,000 |
Notes Payable - 4.50% Notes (De
Notes Payable - 4.50% Notes (Details) - Unsecured notes - 4.50 % Notes Due August 2028 | Aug. 13, 2018USD ($) |
Debt Instrument [Line Items] | |
Amount of debt instrument | $ 450,000,000 |
Stated interest rate | 4.50% |
Price as percent of par on offering of unsecured Notes | 99.252% |
Annual interest rate | 4.594% |
Notes Payable - Existing Credit
Notes Payable - Existing Credit Agreement (Details) - USD ($) | Sep. 30, 2018 | Nov. 17, 2017 | Jun. 25, 2013 |
Debt Instrument [Line Items] | |||
Outstanding principal | $ 850,000,000 | ||
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 $800, due April 2022 with interest payable monthly at LIBOR 1.40% | |||
Debt Instrument [Line Items] | |||
Line of credit facility | $ 800,000,000 | ||
Outstanding principal | 0 | ||
Unamortized debt issuance costs | 4,000,000 | ||
Remaining borrowing capacity | $ 800,000,000 |
Notes Payable - 5.50% Notes (De
Notes Payable - 5.50% Notes (Details) - Unsecured notes - 5.50% notes due September 2022 - USD ($) | Sep. 30, 2018 | Aug. 28, 2012 |
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 400,000,000 | |
Stated interest rate | 5.50% | 5.50% |
Notes Payable - 4.25% Notes (De
Notes Payable - 4.25% Notes (Details) - Convertible notes - 4.25% convertible senior notes due August 2018 - USD ($) | Sep. 30, 2018 | Aug. 02, 2011 |
Debt Instrument [Line Items] | ||
Stated interest rate | 4.25% | 4.25% |
Aggregate principal amount | $ 300,000,000 | |
Amount of debt repurchased | $ 211,000,000 |
Notes Payable - Principal Matur
Notes Payable - Principal Maturities of Notes Payable (Details) $ in Millions | Sep. 30, 2018USD ($) |
Maturities of Long-term Debt [Abstract] | |
2018 (remaining) | $ 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 400 |
Thereafter | 450 |
Total Long Term Debt | $ 850 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for legal and regulatory matters | $ 13 | $ 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Commitments (Details) $ in Millions | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 (remaining) | $ 37 |
2,019 | 139 |
2,020 | 112 |
2,021 | 86 |
2,022 | 61 |
Thereafter | 59 |
Total future minimum operating lease payments | $ 494 |
Dividends (Details)
Dividends (Details) - $ / shares | Oct. 24, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Subsequent Event [Line Items] | |||
Cash dividends declared (in usd per share) | $ 0.90 | $ 0.75 | |
FNF 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 | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Title premiums | $ 1,296 | $ 1,277 | $ 3,663 | $ 3,626 | |
Other revenues | 691 | 678 | 2,072 | 1,969 | |
Revenues from external customers | 1,987 | 1,955 | 5,735 | 5,595 | |
Interest and investment income, including realized gains and losses | 98 | 31 | 166 | 93 | |
Total revenues | 2,085 | 1,986 | 5,901 | 5,688 | |
Depreciation and amortization | 46 | 46 | 138 | 133 | |
Interest expense | 9 | 10 | 31 | 39 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 287 | 242 | 689 | 644 | |
Income tax expense (benefit) | 51 | 88 | 104 | 258 | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 236 | 154 | 585 | 386 | |
Equity in earnings of unconsolidated affiliates | 1 | 3 | 4 | 7 | |
Net earnings from continuing operations | 237 | 157 | 589 | 393 | |
Assets | 9,371 | 10,501 | 9,371 | 10,501 | $ 9,151 |
Goodwill | 2,719 | 2,683 | 2,719 | 2,683 | $ 2,746 |
Corporate and other | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 0 | 0 | 0 | 0 | |
Other revenues | 125 | 115 | 388 | 335 | |
Revenues from external customers | 125 | 115 | 388 | 335 | |
Interest and investment income, including realized gains and losses | 12 | (1) | 13 | (6) | |
Total revenues | 137 | 114 | 401 | 329 | |
Depreciation and amortization | 8 | 6 | 22 | 16 | |
Interest expense | 9 | 10 | 31 | 39 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | (22) | (20) | (84) | (63) | |
Income tax expense (benefit) | (17) | (10) | (33) | (32) | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | (5) | (10) | (51) | (31) | |
Equity in earnings of unconsolidated affiliates | 0 | 0 | 1 | 0 | |
Net earnings from continuing operations | (5) | (10) | (50) | (31) | |
Assets | 780 | 1,991 | 780 | 1,991 | |
Goodwill | 267 | 252 | 267 | 252 | |
Operating Segments | Title | |||||
Segment Reporting Information [Line Items] | |||||
Title premiums | 1,296 | 1,277 | 3,663 | 3,626 | |
Other revenues | 566 | 563 | 1,684 | 1,634 | |
Revenues from external customers | 1,862 | 1,840 | 5,347 | 5,260 | |
Interest and investment income, including realized gains and losses | 86 | 32 | 153 | 99 | |
Total revenues | 1,948 | 1,872 | 5,500 | 5,359 | |
Depreciation and amortization | 38 | 40 | 116 | 117 | |
Interest expense | 0 | 0 | 0 | 0 | |
Earnings (loss) from continuing operations, before income taxes and equity in earnings (loss) of unconsolidated affiliates | 309 | 262 | 773 | 707 | |
Income tax expense (benefit) | 68 | 98 | 137 | 290 | |
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | 241 | 164 | 636 | 417 | |
Equity in earnings of unconsolidated affiliates | 1 | 3 | 3 | 7 | |
Net earnings from continuing operations | 242 | 167 | 639 | 424 | |
Assets | 8,591 | 8,510 | 8,591 | 8,510 | |
Goodwill | $ 2,452 | $ 2,431 | $ 2,452 | $ 2,431 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash paid for: | ||
Interest | $ 33 | $ 99 |
Income taxes | 127 | 287 |
Investing activities: | ||
Change in proceeds of sales of investments available for sale receivable in period | 1 | 2 |
Change in purchases of investments available for sale payable in period | (5) | (10) |
Receivable for non-cash earnout proceeds for the Pacific Union Sale | 10 | 0 |
Financing activities: | ||
Change in accrual for unsettled debt service payments related to the Notes | (4) | 0 |
Change in accrual for the equity portion of unsettled repurchases of the Notes | (7) | 0 |
Debt extinguished through the sale of OneDigital | $ 0 | $ 151 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 591 | $ 587 | $ 1,775 | $ 1,715 |
Interest and investment income | 48 | 32 | 131 | 93 |
Realized gains and losses, net | 50 | (1) | 35 | 0 |
Total revenues | 2,085 | 1,986 | 5,901 | 5,688 |
Title | ||||
Disaggregation of Revenue [Line Items] | ||||
Loan subservicing revenue | 54 | 44 | 160 | 123 |
Title | Title insurance premiums | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 1,296 | 1,277 | 3,663 | 3,626 |
Title | Home warranty | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 46 | 47 | 137 | 131 |
Title | Insurance contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 1,342 | 1,324 | 3,800 | 3,757 |
Title | Escrow fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 219 | 216 | 637 | 610 |
Title | Other title-related fees and income | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 154 | 155 | 459 | 456 |
Title | ServiceLink, excluding title premiums, escrow fees, and subservicing fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 95 | 99 | 293 | 313 |
Corporate and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 137 | 114 | 401 | 329 |
Corporate and other | Real estate brokerage | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 95 | 99 | 305 | 287 |
Corporate and other | Real estate technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 25 | 18 | 77 | 49 |
Corporate and other | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 3 | $ 0 | $ 4 | $ 0 |
Revenue Recognition - Informati
Revenue Recognition - Information about Receivables and Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables | $ 292 | $ 292 |
Deferred revenue (contract liabilities) | $ 112 | $ 107 |
Policy period | 1 year | |
Revenue recognized | $ 43 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Operations of Black Knight to the Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expenses: | ||||
Net (loss) earnings from discontinued operations | $ 0 | $ 18 | $ 0 | $ 165 |
Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 0 | 14 | $ 0 | 23 |
Black Knight Financial Services, Inc. | Discontinued Operations | ||||
Revenues: | ||||
Escrow, title-related and other fees | 250 | 745 | ||
Realized gains and losses, net | 6 | (13) | ||
Total revenues | 256 | 732 | ||
Expenses: | ||||
Personnel costs | 94 | 292 | ||
Other operating expenses | 49 | 145 | ||
Depreciation and amortization | 51 | 154 | ||
Interest expense | 14 | 42 | ||
Total expenses | 208 | 633 | ||
Earnings from discontinued operations before income taxes | 48 | 99 | ||
Income tax expense | 17 | 40 | ||
Net (loss) earnings from discontinued operations | 31 | 59 | ||
Less: Net earnings attributable to non-controlling interests | 17 | 36 | ||
Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders | 14 | 23 | ||
Cash flow from discontinued operations data: | ||||
Net cash provided by operations | 116 | 240 | ||
Net cash used in investing activities | $ (16) | $ (46) |
Discontinued Operations - FNFV
Discontinued Operations - FNFV (Details) - USD ($) | Nov. 17, 2017 | Nov. 16, 2017 | Sep. 30, 2018 |
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 | 7.90% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations of Disposal Group Included in Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Expenses: | ||||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | $ 236 | $ 154 | $ 585 | $ 386 |
Equity in losses of unconsolidated affiliates | 1 | 3 | 4 | 7 |
Net (loss) earnings from discontinued operations | 0 | 18 | 0 | 165 |
Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders | $ 0 | 14 | $ 0 | 23 |
FNFV | Discontinued Operations | ||||
Revenues: | ||||
Escrow, title-related and other fees | 11 | 102 | ||
Restaurant revenue | 269 | 830 | ||
Interest and investment income | 2 | 4 | ||
Realized gains and losses, net | (3) | 277 | ||
Total revenues | 279 | 1,213 | ||
Expenses: | ||||
Personnel costs | 19 | 136 | ||
Other operating expenses | 25 | 80 | ||
Cost of restaurant revenue | 243 | 728 | ||
Depreciation and amortization | 12 | 44 | ||
Interest expense | 1 | 8 | ||
Total expenses | 300 | 996 | ||
Earnings from discontinued operations before income taxes | (21) | 217 | ||
Income tax (benefit) expense | (14) | 97 | ||
Earnings from continuing operations before equity in earnings of unconsolidated affiliates | (7) | 120 | ||
Equity in losses of unconsolidated affiliates | (6) | (14) | ||
Net (loss) earnings from discontinued operations | (13) | 106 | ||
Less: Net loss attributable to non-controlling interests | (8) | (11) | ||
Net (loss) earnings attributable to Fidelity National Financial, Inc. common shareholders | (5) | 117 | ||
Cash flow from discontinued operations data: | ||||
Net cash used in operations | (27) | (125) | ||
Net cash provided by investing activities | $ 11 | $ 109 |
Discontinued Operations - Rec_2
Discontinued Operations - Reconciliation of Net Earnings of Discontinued Operations to the Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net (loss) earnings from discontinued operations | $ 0 | $ 18 | $ 0 | $ 165 |
Black Knight Financial Services, Inc. | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net (loss) earnings from discontinued operations | 31 | 59 | ||
FNFV | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net (loss) earnings from discontinued operations | $ (13) | $ 106 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,746 |
Goodwill acquired during the year | 9 |
Adjustments to prior year acquisitions | 16 |
Pacific Union Sale | (52) |
Goodwill, ending balance | 2,719 |
Title | Operating Segments | FNF Group Segment | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 2,432 |
Goodwill acquired during the year | 8 |
Adjustments to prior year acquisitions | 12 |
Pacific Union Sale | 0 |
Goodwill, ending balance | 2,452 |
FNF Group Corporate and Other | Operating Segments | FNF Group Segment | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 314 |
Goodwill acquired during the year | 1 |
Adjustments to prior year acquisitions | 4 |
Pacific Union Sale | (52) |
Goodwill, ending balance | $ 267 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - Title Guaranty of Hawaii $ in Millions | Aug. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Percentage acquired | 90.00% |
Consideration for acquisition | $ 98 |
Consideration paid, net of cash received | $ 93 |
Acquisitions - Consideration P
Acquisitions - Consideration Paid (Details) - Title Guaranty of Hawaii $ in Millions | Aug. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash paid | $ 98 |
Less: Cash Acquired | (5) |
Total net consideration paid | $ 93 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,719 | $ 2,746 | $ 2,683 | |
Title Guaranty of Hawaii | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1 | |||
Property and equipment | 4 | |||
Other intangible assets | 49 | |||
Goodwill | 41 | |||
Title plant | 11 | |||
Prepaid expenses and other | 2 | |||
Total assets acquired | 108 | |||
Accounts payable and other accrued liabilities | 5 | |||
Total liabilities assumed | 5 | |||
Non-controlling interests assumed | 10 | |||
Total liabilities and equity assumed | 15 | |||
Net assets acquired | $ 93 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Lives (Details) $ in Millions | Aug. 31, 2017USD ($) |
Property, Plant and Equipment [Line Items] | |
Intangible assets | $ 49 |
Total | $ 53 |
Property and equipment, useful life (in years) | 5 years |
Customer relationships | |
Property, Plant and Equipment [Line Items] | |
Intangible assets | $ 43 |
Weighted average estimated useful life, intangible assets (in years) | 10 years |
Trade name | |
Property, Plant and Equipment [Line Items] | |
Intangible assets | $ 5 |
Weighted average estimated useful life, intangible assets (in years) | 10 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Intangible assets | $ 1 |
Weighted average estimated useful life, intangible assets (in years) | 2 years |
Title Guaranty of Hawaii | |
Property, Plant and Equipment [Line Items] | |
Property and equipment | $ 4 |