Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 1-32630 | ||
Entity Registrant Name | Fidelity National Financial, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1725106 | ||
Entity Address, Address Line One | 601 Riverside Avenue, | ||
Entity Address, City or Town | Jacksonville, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32204 | ||
City Area Code | 904 | ||
Local Phone Number | 854-8100 | ||
Title of 12(g) Security | None | ||
Entity Well-Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,594,534,815 | ||
Entity Common Stock, Shares Outstanding - FNF Group | 275,607,954 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001331875 | ||
Current Fiscal Year End Date | --12-31 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | FNF Common Stock, $0.0001 par value | ||
Trading Symbol | FNF | ||
Security Exchange Name | NYSE | ||
5.50% Unsecured Notes Due September 2022 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 5.50% Notes due September 2022 | ||
Trading Symbol | FNF22 | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Investments: | ||
Fixed maturities available for sale, at fair value, at December 31, 2019 and 2018, includes pledged fixed maturities of $410 and $418, respectively, related to secured trust deposits | $ 2,090 | $ 1,998 |
Investments in unconsolidated affiliates | 131 | 137 |
Other long-term investments | 153 | 135 |
Short-term investments, includes pledged short term investments of $12 and $8 at December 31, 2019 and 2018, respectively, related to secured trust deposits | 876 | 480 |
Total investments | 4,384 | 3,549 |
Cash and cash equivalents, at December 31, 2019 and 2018, includes pledged cash of $384 and $412, respectively, related to secured trust deposits | 1,376 | 1,257 |
Trade and notes receivables, net of allowance of $20 and $19 at December 31, 2019 and 2018, respectively | 346 | 306 |
Goodwill | 2,727 | 2,726 |
Prepaid expenses and other assets | 432 | 377 |
Lease assets | 410 | 0 |
Other intangible assets, net | 422 | 513 |
Title plants | 404 | 405 |
Property and equipment, net | 176 | 164 |
Income taxes receivable | 0 | 4 |
Total assets | 10,677 | 9,301 |
Liabilities: | ||
Accounts payable and other accrued liabilities | 1,094 | 956 |
Income taxes payable | 10 | 0 |
Notes payable | 838 | 836 |
Reserve for title claim losses | 1,509 | 1,488 |
Secured trust deposits | 791 | 822 |
Lease liabilities | 442 | 0 |
Deferred tax liability | 284 | 227 |
Total liabilities | 4,968 | 4,329 |
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 600,000,000 shares as of December 31, 2019 and 2018; outstanding of 275,563,436 and 275,373,834 as of December 31, 2019 and 2018, respectively; and issued of 292,236,476 and 289,601,523 as of December 31, 2019 and 2018, respectively | 0 | 0 |
Preferred stock, $0.0001 par value; authorized, 50,000,000 shares; issued and outstanding, none | 0 | 0 |
Additional paid-in capital | 4,581 | 4,500 |
Retained earnings | 1,356 | 641 |
Accumulated other comprehensive earnings (loss) | 43 | (13) |
Less: Treasury stock, 16,673,040 shares and 14,227,689 shares as of December 31, 2019 and 2018, respectively, at cost | (598) | (498) |
Total Fidelity National Financial, Inc. shareholders’ equity | 5,382 | 4,630 |
Noncontrolling interests | (17) | (2) |
Total equity | 5,365 | 4,628 |
Total liabilities, redeemable non-controlling interest and equity | 10,677 | 9,301 |
Preferred securities, at fair value | ||
Investments: | ||
Preferred and Equity securities, at fair value | 323 | 301 |
Equity securities, at fair value | ||
Investments: | ||
Preferred and Equity securities, at fair value | $ 811 | $ 498 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Pledged fixed maturity securities secured trust deposits | $ 410 | $ 418 |
Customer advances and deposits | 12 | 8 |
Pledged cash secured trust deposits | 384 | 412 |
Trade and notes receivables, allowance | $ 20 | $ 19 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares outstanding (in shares) | 275,563,436 | 275,373,834 |
Common stock, shares issued (in shares) | 292,236,476 | 289,601,523 |
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares authorized (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 16,673,040 | 14,277,689 |
ServiceLink Holdings, LLC | ||
Ownership interest percent | 21.00% | 21.00% |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Direct title insurance premiums | $ 2,381 | $ 2,221 | $ 2,170 |
Agency title insurance premiums | 2,961 | 2,690 | 2,723 |
Escrow, title-related and other fees | 2,584 | 2,615 | 2,637 |
Interest and investment income | 225 | 177 | 131 |
Realized gains and losses, net | 318 | (109) | 2 |
Total revenues | 8,469 | 7,594 | 7,663 |
Expenses: | |||
Personnel costs | 2,696 | 2,538 | 2,460 |
Agent commissions | 2,258 | 2,059 | 2,089 |
Other operating expenses | 1,681 | 1,801 | 1,781 |
Depreciation and amortization | 178 | 182 | 183 |
Provision for title claim losses | 240 | 221 | 238 |
Interest expense | 47 | 43 | 48 |
Total expenses | 7,100 | 6,844 | 6,799 |
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 1,369 | 750 | 864 |
Income tax expense on continuing operations | 308 | 120 | 235 |
Earnings from continuing operations before equity in losses of unconsolidated affiliates | 1,061 | 630 | 629 |
Equity in earnings of unconsolidated affiliates | 15 | 5 | 10 |
Net earnings from continuing operations | 1,076 | 635 | 639 |
Earnings from discontinued operations, net of tax | 0 | 0 | 155 |
Net earnings | 1,076 | 635 | 794 |
Less: Net earnings attributable to non-controlling interests | 14 | 7 | 23 |
Net earnings attributable to entity common shareholders | 1,062 | 628 | 771 |
Income Amounts Attributable to Parent, Disclosures [Abstract] | |||
Net earnings attributable to entity common shareholders | 1,062 | 628 | 771 |
FNF Common Stock | |||
Expenses: | |||
Net earnings attributable to entity common shareholders | 1,062 | 628 | 662 |
Income Amounts Attributable to Parent, Disclosures [Abstract] | |||
Net earnings from continuing operations, attributable to common shareholders | 1,062 | 628 | 639 |
Net earnings (loss) from discontinued operations, attributable to common shareholders | 0 | 0 | 23 |
Net earnings attributable to entity common shareholders | $ 1,062 | $ 628 | $ 662 |
Basic | |||
Net earnings from continuing operations attributable to FNF Group common shareholders (in usd per share) | $ 3.89 | $ 2.30 | $ 2.36 |
Net earnings from discontinued operations attributable to FNF Group common shareholders (in usd per share) | 0 | 0 | 0.08 |
Net earnings (loss) earnings per share (in usd per share) | 3.89 | 2.30 | 2.44 |
Diluted | |||
Net earnings from continuing operations attributable to FNF Group common shareholders (in usd per share) | 3.83 | 2.26 | 2.30 |
Net earnings per share from discontinued operations attributable to Old FNF common shareholders (in usd per share) | 0 | 0 | 0.08 |
Net earnings (loss) per share attributable to FNF Group common shareholders (in usd per share) | $ 3.83 | $ 2.26 | $ 2.38 |
Weighted average shares outstanding, basic basis (in shares) | 273 | 273 | 271 |
Weighted average shares outstanding, diluted basis (in shares) | 277 | 278 | 278 |
FNFV Group Common Stock | |||
Income Amounts Attributable to Parent, Disclosures [Abstract] | |||
Net earnings (loss) from discontinued operations, attributable to common shareholders | $ 109 | ||
Basic | |||
Net earnings (loss) earnings per share (in usd per share) | $ 1.68 | ||
Diluted | |||
Net earnings (loss) per share from discontinued operations attributable to FNFV Group common shareholders (in usd per share) | $ 1.63 | ||
Weighted average shares outstanding, basic basis (in shares) | 65 | ||
Weighted average shares outstanding, diluted basis (in shares) | 67 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 1,076 | $ 635 | $ 794 | |
Other comprehensive earnings (loss), net of tax: | ||||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | [1] | 56 | (11) | 25 |
Unrealized gain relating to investments in unconsolidated affiliates | [2] | 5 | 3 | 12 |
Unrealized gain (loss) on foreign currency translation and cash flow hedging | [3] | 4 | (8) | 6 |
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [4] | (9) | 0 | 3 |
Minimum pension liability adjustment | [5] | 0 | 1 | 9 |
Other comprehensive earnings (loss) | 56 | (15) | 55 | |
Comprehensive earnings | 1,132 | 620 | 849 | |
Less: Comprehensive earnings attributable to noncontrolling interests | 14 | 7 | 25 | |
Comprehensive earnings attributable to common shareholders | 1,118 | 613 | 824 | |
FNF Common Stock | ||||
Other comprehensive earnings (loss), net of tax: | ||||
Comprehensive earnings attributable to common shareholders | 1,118 | 613 | 709 | |
FNFV Group Common Stock | ||||
Other comprehensive earnings (loss), net of tax: | ||||
Comprehensive earnings attributable to common shareholders | $ 115 | |||
[1] | Net of income tax expense (benefit) of $17 million , $(4) million , and $16 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. | |||
[2] | Net of income tax expense of $2 million , $1 million , and $7 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. | |||
[3] | Net of income tax expense (benefit) of $1 million , $(2) million , and $4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. | |||
[4] | Net of income tax (benefit) expense of $(3) million and $2 million for the years ended December 31, 2019 and 2017, respectively. | |||
[5] | Net of income tax expense of less than $1 million and $3 million for the years ended December 31, 2018 and 2017 , respectively. |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on investments and other financial instruments, tax (benefit) expense | $ 17 | $ (4) | $ 16 |
Unrealized gain relating to investments in unconsolidated affiliates, tax expense | 2 | 1 | 7 |
Unrealized gain (loss) on foreign currency translation and cash flow hedging tax expense (benefit) | 1 | (2) | 4 |
Reclassification adjustments for change in unrealized gains and losses in net earnings, tax (benefit) expense | $ (3) | 2 | |
Minimum pension liability adjustment, tax expense (less than) | $ 1 | $ 3 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS 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 Common StockCommon Stock | FNFV Group Common StockCommon Stock | BKFS | BKFSRetained Earnings | BKFSNon-controlling Interests | FNFV | FNFVRetained Earnings | FNFVAccumulated Other Comprehensive Earnings (Loss) | FNFVTreasury Stock | FNFVNon-controlling Interests | FNFVFNFV Group Common StockCommon Stock | ||
Beginning balance (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) | 2 | ||||||||||||||||||
Exercise of stock options | 31 | 31 | |||||||||||||||||
Issuance of restricted stock (shares) | 1 | ||||||||||||||||||
Issuance of restricted stock | 0 | ||||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments | 27 | 25 | 2 | ||||||||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 12 | [1] | 12 | ||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on foreign currency and cash flow hedging | 6 | 6 | |||||||||||||||||
Other comprehensive earnings — minimum pension liability adjustment | 9 | 9 | |||||||||||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | 3 | [2] | 3 | ||||||||||||||||
Stock-based compensation | 44 | 33 | 11 | ||||||||||||||||
Purchase of additional interest in consolidated subsidiaries | (2) | (1) | (1) | ||||||||||||||||
Shares withheld for taxes and in treasury (in shares) | 1 | ||||||||||||||||||
Shares withheld for taxes and in treasury | (18) | $ (18) | |||||||||||||||||
Purchases of treasury stock (in shares) | (1) | ||||||||||||||||||
Purchases of treasury stock | (23) | $ (23) | |||||||||||||||||
Sale of consolidated subsidiary | (6) | (6) | |||||||||||||||||
Debt conversions settled in cash | (324) | (324) | |||||||||||||||||
Acquisitions of noncontrolling interests | 44 | 44 | |||||||||||||||||
Black Knight repurchases of BKFS stock | (47) | (47) | |||||||||||||||||
Spin-off of Black Knight | $ (1,624) | $ (823) | $ (801) | $ (1,069) | $ (1,236) | $ 69 | $ 196 | $ (98) | |||||||||||
Distribution of FNFV to Cannae Holdings (in shares) | (16) | (81) | |||||||||||||||||
Dividends declared | (279) | (279) | |||||||||||||||||
Subsidiary dividends paid to noncontrolling interests | (9) | (9) | |||||||||||||||||
Net earnings | 794 | 771 | 23 | ||||||||||||||||
Ending balance at Dec. 31, 2017 | 4,467 | 4,587 | 217 | 111 | $ (468) | 20 | $ 0 | $ 0 | |||||||||||
Ending balance (shares) at Dec. 31, 2017 | 13 | 288 | 0 | ||||||||||||||||
Beginning balance at Dec. 31, 2016 | 344 | ||||||||||||||||||
Ending balance at Dec. 31, 2017 | 344 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Adjustment for cumulative effect for adoption of ASU 2016-01 | 19 | 128 | (109) | ||||||||||||||||
Exercise of stock options (in shares) | 1 | ||||||||||||||||||
Exercise of stock options | 19 | ||||||||||||||||||
Issuance of restricted stock (shares) | 1 | ||||||||||||||||||
Issuance of restricted stock | 0 | ||||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments | (11) | (11) | |||||||||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 3 | [1] | 3 | ||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on foreign currency and cash flow hedging | (8) | (8) | |||||||||||||||||
Other comprehensive earnings — minimum pension liability adjustment | 1 | 1 | |||||||||||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | [2] | 0 | |||||||||||||||||
Stock-based compensation | 31 | 31 | |||||||||||||||||
Shares withheld for taxes and in treasury | (9) | $ (9) | |||||||||||||||||
Purchases of treasury stock (in shares) | (1) | ||||||||||||||||||
Purchases of treasury stock | (21) | $ (21) | |||||||||||||||||
Sale of consolidated subsidiary | (25) | (25) | |||||||||||||||||
Stockholders' Equity, Other | (1) | (2) | 1 | ||||||||||||||||
Debt conversions settled in cash | (134) | (134) | |||||||||||||||||
Dilution resulting from subsidiary equity issuance | 2 | (3) | 5 | ||||||||||||||||
Dividends declared | (330) | (330) | |||||||||||||||||
Subsidiary dividends paid to noncontrolling interests | (10) | (10) | |||||||||||||||||
Net earnings | 635 | 628 | 7 | ||||||||||||||||
Ending balance at Dec. 31, 2018 | 4,628 | 4,500 | 641 | (13) | $ (498) | (2) | $ 0 | $ 0 | |||||||||||
Ending balance (shares) at Dec. 31, 2018 | 14 | 290 | 0 | ||||||||||||||||
Ending balance at Dec. 31, 2018 | 344 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Exercise of stock options (in shares) | 2 | ||||||||||||||||||
Exercise of stock options | 39 | 39 | |||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on investments and other financial instruments | 56 | 56 | |||||||||||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates | 5 | [1] | 5 | ||||||||||||||||
Other comprehensive earnings — unrealized gain (loss) on foreign currency and cash flow hedging | 4 | 4 | |||||||||||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings | (9) | [2] | (9) | ||||||||||||||||
Stock-based compensation | 38 | 38 | |||||||||||||||||
Purchase of additional interest in consolidated subsidiaries | (14) | 4 | (18) | ||||||||||||||||
Shares withheld for taxes and in treasury (in shares) | 1 | ||||||||||||||||||
Shares withheld for taxes and in treasury | (15) | $ (15) | |||||||||||||||||
Purchases of treasury stock (in shares) | (2) | ||||||||||||||||||
Purchases of treasury stock | (85) | $ (85) | |||||||||||||||||
Dividends declared | (347) | (347) | |||||||||||||||||
Subsidiary dividends paid to noncontrolling interests | (11) | (11) | |||||||||||||||||
Net earnings | 1,076 | 1,062 | 14 | ||||||||||||||||
Ending balance at Dec. 31, 2019 | 5,365 | $ 4,581 | $ 1,356 | $ 43 | $ (598) | $ (17) | $ 0 | ||||||||||||
Ending balance (shares) at Dec. 31, 2019 | 17 | 292 | |||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 344 | ||||||||||||||||||
[1] | Net of income tax expense of $2 million , $1 million , and $7 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. | ||||||||||||||||||
[2] | Net of income tax (benefit) expense of $(3) million and $2 million for the years ended December 31, 2019 and 2017, respectively. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net earnings | $ 1,076 | $ 635 | $ 794 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 178 | 182 | 389 |
Equity in (earnings) losses of unconsolidated affiliates | (15) | (5) | 2 |
Loss on sales of investments and other assets and asset impairments, net | 10 | 18 | 16 |
Gain on Pacific Union Sale | 0 | (4) | 0 |
(Gain) loss on valuation of equity and preferred securities, net | (328) | 95 | 0 |
Stock-based compensation cost | 38 | 31 | 44 |
Non-cash lease costs | 147 | 0 | 0 |
Operating lease payments | (149) | 0 | 0 |
Distributions from unconsolidated affiliates, return on investment | 5 | 6 | 0 |
Changes in assets and liabilities, net of effects from acquisitions: | |||
Net (increase) decrease in trade receivables | (36) | 15 | (11) |
Net (increase) decrease in prepaid expenses and other assets | (54) | 17 | (60) |
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other liabilities | 175 | 38 | (31) |
Net increase (decrease) in reserve for title claim losses | 21 | (2) | 3 |
Net change in income taxes | 53 | (83) | (133) |
Net cash provided by operating activities | 1,121 | 943 | 737 |
Cash Flows From Investing Activities: | |||
Proceeds from sales of investment securities available for sale | 534 | 676 | 434 |
Proceeds from calls and maturities of investment securities available for sale | 297 | 517 | 626 |
Proceeds from sales of property and equipment | 4 | 21 | 4 |
Proceeds from the sale of cost method and other investments | 0 | 0 | 21 |
Additions to property and equipment and capitalized software | (96) | (83) | (149) |
Purchases of investment securities available for sale | (867) | (1,313) | (659) |
Purchases of other long-term investments | 0 | 0 | (86) |
Net (purchases of) proceeds from short-term investment activities | (395) | (185) | 26 |
Additional investments in unconsolidated affiliates | (34) | (62) | (78) |
Distributions from unconsolidated affiliates, return of investment | 46 | 73 | 104 |
Fundings of Cannae Holdings Inc. note receivable | (200) | 0 | 0 |
Proceeds from repayments of Cannae Holdings Inc. note receivable | 200 | 0 | 0 |
Other investing activities | (8) | (1) | (7) |
Acquisition of T-System Holding LLC, net of cash acquired | 0 | 0 | (202) |
Acquisition of Title Guaranty of Hawaii, net of cash acquired | 0 | 0 | (93) |
Acquisitions of Real Geeks, LLC and Sky Slope, Inc., net of cash acquired | 0 | 0 | (82) |
Other acquisitions/disposals of businesses, net of cash acquired/disposed | (1) | (30) | (105) |
Net cash (used in) provided by investing activities | (520) | (354) | 79 |
Cash Flows From Financing Activities: | |||
Net change in secured trust deposits | (31) | (8) | (30) |
Borrowings | 0 | 442 | 785 |
Debt service payments | 0 | (370) | (996) |
Additional investment in noncontrolling interest | (3) | 0 | 0 |
Equity portion of debt conversions paid in cash | 0 | (142) | (317) |
Black Knight treasury stock repurchases of BKFS stock | 0 | 0 | (47) |
Cash transferred in the Black Knight spin-off | 0 | 0 | (87) |
Cash transferred in the FNFV split-off | 0 | 0 | (22) |
Dividends paid | (344) | (328) | (278) |
Subsidiary dividends paid to noncontrolling interest shareholders | (11) | (10) | (9) |
Exercise of stock options | 39 | 19 | 31 |
Payment of contingent consideration for prior period acquisitions | (21) | (13) | (16) |
Payment for shares withheld for taxes and in treasury | (15) | (9) | (18) |
Purchases of treasury stock | (86) | (20) | (23) |
Other financing activity | (10) | (3) | (2) |
Net cash provided by financing activities | (482) | (442) | (1,029) |
Net increase (decrease) in cash and cash equivalents | 119 | 147 | (213) |
Cash and cash equivalents, at beginning of year | 1,257 | 1,110 | 1,323 |
Cash and cash equivalents, at end of year | 1,376 | 1,257 | 1,110 |
Digital Insurance | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Gain on sale of business by FNFV Group | 0 | 0 | (276) |
Cash Flows From Investing Activities: | |||
Proceeds from sale of business, net of cash transferred | 0 | 0 | 325 |
Pacific Union | |||
Cash Flows From Investing Activities: | |||
Proceeds from sale of business, net of cash transferred | $ 0 | $ 33 | $ 0 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies The following describes the business and significant accounting policies of Fidelity National Financial, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” the "Company" or “FNF”) which have been followed in preparing the accompanying Consolidated Financial Statements. Description of Business We are a leading provider of (i) title insurance, escrow and other title-related services, including trust activities, trustee sales guarantees, recordings and reconveyances and home warranty products and (ii) technology and transaction services to the real estate and mortgage industries. FNF is one of the nation’s largest title insurance companies operating through its title insurance underwriters - Fidelity National Title Insurance Company ("FNTIC"), Chicago Title Insurance Company ("Chicago Title"), Commonwealth Land Title Insurance Company ("Commonwealth Title"), Alamo Title Insurance and National Title Insurance of New York Inc. - which collectively issue more title insurance policies than any other title company in the United States. Through our subsidiary, ServiceLink Holdings, LLC ("ServiceLink"), we provide mortgage transaction services, including title-related services and facilitation of production and management of mortgage loans. For information on businesses comprising our reportable segments, refer to Note R Segment Information . Recent Developments Termination of Stewart Merger Agreement and Payment of Reverse Termination Fee On March 18, 2018, we signed a merger agreement (the "Stewart Merger Agreement") to acquire Stewart Information Services Corporation ("Stewart") (NYSE: STC) (the "Stewart Merger"). On, September 9, 2019, we entered into a mutual Termination Agreement with Stewart (the “Termination Agreement”), pursuant to which the parties agreed to terminate the Stewart Merger Agreement, due to the Federal Trade Commission's issuance of an administrative complaint seeking to block the merger. In connection with the termination of the Stewart Merger Agreement, we paid to Stewart, on September 12, 2019, the Reverse Termination Fee (as defined in the Stewart Merger Agreement) consisting of $50 million in cash, which is included within other operating expenses in the Consolidated Statements of Earnings. Pending Acquisition of FGL On February 7, 2020, we signed a merger agreement (the “Merger Agreement”) to acquire FGL Holdings (“FGL”) (NYSE: FG) (the “FGL Merger”). Subject to the terms and conditions of the Merger Agreement, which has been approved by the board of directors of FNF, at the First Effective Time (as defined in the Merger Agreement), the ordinary shares of FGL (the “Ordinary Shares”), including all restricted Ordinary Shares (whether vested or unvested), issued and outstanding as of immediately prior to the First Effective Time (other than (i) shares owned by FGL and any of its subsidiaries or FNF and any of its subsidiaries and (ii) shares in respect of which dissenters rights have been properly exercised and perfected under Cayman law) will be converted into the right to receive $12.50 in cash or 0.2558 shares (“the Stock Consideration”) of common stock of FNF (“FNF Common Stock”), at the election of the holder thereof and subject to the proration mechanics set forth in the Merger Agreement. Pursuant to the Merger Agreement, all Ordinary Shares held by FNF and its subsidiaries will be converted into the right to receive the Stock Consideration. Each Series B Cumulative Preferred Share, all of which are held by FNF and its subsidiaries, will be converted into the right to receive a number of shares of FNF Common Stock that is equal to (i) the Liquidation Preference (as defined in the Merger Agreement) divided by (ii) the Reference Parent Common Stock Price (as defined in the Merger Agreement). Additionally, all options to purchase Ordinary Shares (“FGL Share Option”) and phantom unit denominated in Ordinary Shares (“FGL Phantom Unit”), in each case, outstanding immediately prior to the First Effective Time, will be canceled and converted into options to purchase FNF Common Stock and phantom units denominated in FNF Common Stock at the First Effective Time (collectively, the “Rollover Awards”), as applicable. The Rollover Awards will generally be subject to the same terms and conditions as applicable to the applicable canceled FGL Share Option or FGL Phantom Unit immediately prior to the First Effective Time, except that (i) all performance-vesting criteria will be deemed satisfied at the First Effective Time at the levels described in the Merger Agreement and such Rollover Awards will be subject only to time-based vesting conditions after the First Effective Time, and (ii) immediately prior to the First Effective Time, additional time-vesting credits will be provided to holders in respect of FGL Share Options and FGL Phantom Units granted prior to January 1, 2020, as described in the Merger Agreement. The closing of the transaction is subject to certain closing conditions, including the approval by FGL stockholders, federal and state regulatory approvals, and the satisfaction of other customary closing conditions. Closing is expected in the second or third quarter of 2020. Note Receivable from Cannae In November 2017, in conjunction with the split-off of our former portfolio company investments into a separate company, C annae Holdings, Inc. ("Cannae"), we issued to Cannae a revolver note (the "Cannae Revolver") in the aggregate principal amount of up to $100 million . Cannae is considered a related party to FNF. The Cannae Revolver accrues interest quarterly at LIBOR plus 450 basis points and matures on the five-year anniversary from the date of issuance. 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. On February 7, 2019, Cannae borrowed $100 million from FNF under the Cannae Revolver. On June 12, 2019, Cannae repaid to FNF the entire $100 million outstanding amount under the Cannae Revolver. On July 5, 2019, Cannae borrowed $100 million from FNF under the Cannae Revolver. On September 11, 2019, Cannae repaid to FNF the entire $100 million outstanding amount under the Cannae Revolver. As of December 31, 2019, there is no outstanding balance under the Cannae Revolver. We account for the Cannae Revolver as a financing receivable. Interest income is recorded ratably in periods in which principal is outstanding. Uncollectible financing receivables are written off or impaired when, based on all available information, it is probable that a loss has occurred. Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Consolidated Statements of Earnings relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period. I nvestments Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Fixed maturity securities which may be sold prior to maturity to support our investment strategies are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Changes in prepayment assumptions are accounted for retrospectively. Equity and preferred securities held are carried at fair value as of the balance sheet dates. Our equity and certain preferred securities are Level 1 financial assets and fair values are based on quoted prices in active markets. Other preferred stock holdings are Level 2 financial assets and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Other long-term investments consist of other investments and company-owned life insurance policies. Other investments are carried at fair value. See Note C Fair Value Measurements for further discussion of other investments. Company-owned life insurance policies are carried at cash surrender value. Short-term investments consist primarily of money market instruments, which are carried at fair value, and commercial paper, which have an original maturity of one year or less and are carried at amortized cost, which approximates fair value. Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Beginning January 1, 2018, unrealized gains or losses on equity and preferred securities are included in earnings. Unrealized gains or losses on fixed maturity securities (and equity and preferred securities prior to January 1, 2018) which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses on fixed maturity securities are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include: (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) the duration and extent to which the fair value has been less than cost; and (iii) the financial condition and prospects of the issuer. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. See Note S. Recent Accounting Pronouncements for discussion of ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities which changed the accounting for unrealized gains and losses on equity and preferred securities. Cash and Cash Equivalents Highly liquid instruments purchased as part of cash management with original maturities of three months or less are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. Fair Value of Financial Instruments The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trade and Notes Receivables The carrying values reported in the Consolidated Balance Sheets for trade and notes receivables approximate their fair value. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete and reported to us. Premium revenues from agency operations and related commissions include an accrual based on estimated historical transaction volume data for policies that have closed in a particular period in which premiums have not yet been reported to us. Historically, the time lag between the closing of these transactions by our agents and the reporting of these policies, or premiums, to us has been up to 15 months , with 89% - 94% reported within three months following closing, an additional 6% - 9% reported within the next three months and the remainder within seven to fifteen months. In addition to accruing these earned but unreported agency premiums, we also accrue agent commission expense, which was 76.3% of agent premiums earned in 2019 , 76.5% of agent premiums earned in 2018 , and 76.7% of agent premiums earned in 2017 . The amount due from our agents relating to this accrual, i.e., the agent premium less their contractual retained commission, was approximately $ 46 million and $ 44 million at December 31, 2019 and 2018 , respectively. Due to the offsetting effects of reversing prior period accruals, the impact of this accrual to our recorded Agency title insurance premiums, Agent commissions and net earnings in any given period is not considered material. Goodwill Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. We completed annual goodwill impairment analyses in the fourth quarter of each period presented using a September 30 measurement date. As a result of the analysis, $3 million of goodwill impairment related to a real estate brokerage reporting unit in our Corporate and other segment was recorded in the year ended December 31, 2018 . For the years ended December 31, 2019 and 2017, we determined there were no events or circumstances which indicated that the carrying value exceeded the fair value. See Note F. Goodwill . Other Intangible Assets We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames, and computer software, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives, generally ten years , using an accelerated method which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their contractual life. Trademarks and tradenames are generally amortized over ten years . Capitalized software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from five to ten years . For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product by product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. We recorded no impairment expense to other intangible assets during the year ended December 31, 2019 . We recorded $3 million and $1 million in impairment expense to other intangible assets during the years ended December 31, 2018 and 2017 , respectively. The impairment in 2018 primarily relates to an acquired customer relationship asset in our Title segment. The impairment in 2017 was for computer software at ServiceLink. Title Plants Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches. Costs incurred to maintain, update and operate title plants are expensed as incurred. Title plants are not amortized as they are considered to have an indefinite life if maintained. Sales of title plants are reported at the amount received net of the adjusted costs of the title plant sold. Sales of title plant copies are reported at the amount received. No cost is allocated to the sale of copies of title plants unless the carrying value of the title plant is diminished or impaired. Title plants are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. We recorded $1 million in impairment expense to title plants during the year ended December 31, 2019 for two title plants which are no longer in use. We reviewed title plants for impairment but recorded no impairment expense related to title plants in the years ended December 31, 2018 or 2017 . Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: twenty to thirty years for buildings and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets. Property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. Reserve for Title Claim Losses Our reserve for title claim losses includes known claims as well as losses we expect to incur, net of recoupments. Each known claim is reserved based on our review as to the estimated amount of the claim and the costs required to settle the claim. Reserves for claims which are incurred but not reported are established at the time premium revenue is recognized based on historical loss experience and also take into consideration other factors, including industry trends, claim loss history, current legal environment, geographic considerations and the type of policy written. The reserve for title claim losses also includes reserves for losses arising from closing and disbursement functions due to fraud or operational error. If a loss is related to a policy issued by an independent agent, we may proceed against the independent agent pursuant to the terms of the agency agreement. In any event, we may proceed against third parties who are responsible for any loss under the title insurance policy under rights of subrogation. Secured Trust Deposits In the state of Illinois, a trust company is permitted to commingle and invest customers’ assets with its own assets, pending completion of real estate transactions. Accordingly, our Consolidated Balance Sheets reflect a secured trust deposit liability of $791 million and $822 million at December 31, 2019 and 2018 , respectively, representing customers’ assets held by us and corresponding assets including cash and investments pledged as security for those trust balances. Income Taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. Reinsurance In a limited number of situations, we limit our maximum loss exposure by reinsuring certain risks with other insurers. We also earn a small amount of additional income, which is reflected in our direct premiums, by assuming reinsurance for certain risks of other insurers. We cede a portion of certain policy and other liabilities under agent fidelity, excess of loss and case-by-case reinsurance agreements. Reinsurance agreements provide that in the event of a loss (including costs, attorneys’ fees and expenses) exceeding the retained amounts, the reinsurer is liable for the excess amount assumed. However, the ceding company remains primarily liable in the event the reinsurer does not meet its contractual obligations. Revenue Recognition Refer to Note T. Revenue Recognition for a description of our accounting for our various revenue streams. 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 were 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 year ended December 31, 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 year ended December 31, 2017 . See Note G. Discontinued Operations for further details of the results and financial position of FNFV and Black Knight. Comprehensive Earnings (Loss) We report Comprehensive earnings (loss) in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Realized gains and losses, net on the Consolidated Statements of Earnings. Changes in the balance of Other comprehensive earnings (loss) by component are as follows: Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized gain (loss) relating to investments in unconsolidated affiliates Unrealized (loss) gain on foreign currency translation and cash flow hedging Minimum pension liability adjustment Total Accumulated Other Comprehensive Earnings (Loss) (In millions) Balance December 31, 2017 $ 116 $ 11 $ (7 ) $ (9 ) $ 111 Adjustment for cumulative effect for adoption of ASU 2016-01 (109 ) — — — (109 ) Adoption of ASU 2018-02 (1 ) 3 — (2 ) — Other comprehensive earnings (11 ) 3 (8 ) 1 (15 ) Balance December 31, 2018 (5 ) 17 (15 ) (10 ) (13 ) Reclassification adjustments (5 ) (4 ) — — (9 ) Other comprehensive earnings 56 5 4 — 65 Balance December 31, 2019 $ 46 $ 18 $ (11 ) $ (10 ) $ 43 Redeemable Non-controlling Interest Subsequent to our acquisition of Lender Processing Services, Inc. ("LPS") in January 2014, we issued a 35% ownership interest in ServiceLink to funds affiliated with Thomas H. Lee Partners ("THL" or "the minority interest holder"). THL has an option to put its ownership interests of ServiceLink to us if no public offering of the corresponding business was consummated after four years from the date of FNF's purchase of LPS. The units owned by THL (the "redeemable noncontrolling interests") may be settled in cash or common stock of FNF or a combination of both at our election. As of January 2018, no public offering was made and the redeemable noncontrolling interests were no longer subject to a holding requirement. The redeemable noncontrolling interests will be settled at the current fair value at the time we receive notice of THL's put election as determined by the parties or by a third party appraisal under the terms of the Unit Purchase Agreement. As a result of a recapitalization of ServiceLink in 2015, the ownership interest by the minority interest holder was reduced from 35% to 21% . As of December 31, 2019, the redeemable noncontrolling interests have a fair value of approximately $176 million and we do not believe the exercise of their remaining put right in ServiceLink to be probable. The redeemable noncontrolling interests are recorded at their initial value of $344 million in our consolidated balance sheets and would be adjusted to fair value were such value to rise above the initial value. As these redeemable noncontrolling interests provide for redemption features not solely within our control, we classify the redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interests held by third parties in subsidiaries owned or controlled by FNF is reported on the Consolidated Balance Sheet outside of permanent equity; and the Consolidated Statement of Earnings reflects the respective redeemable noncontrolling interests in Net earnings attributable to non-controlling interests, the effect of which is removed from the net earnings attributable to Fidelity National Financial, Inc. common shareholders. Earnings Per Share Basic earnings per share, as presented on the Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain 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. Restricted stock, options or other instruments which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the years ended December 31, 2019 and 2018 , no antidilutive shares were outstanding. Basic and diluted earnings per share attributable to our former FNFV group common stock for the 2017 period were calculated using weighted average shares outstanding through the date of the FNFV Split-off, November 17, 2017. Stock-Based Compensation Plans We account for stock-based compensation plans using the fair value method. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using the Black-Scholes Model, and recognized over the service period. Management Estimates The preparation of these Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain Reclassifications Certain reclassifications have been made in the 2018 and 2017 Consolidated Financial Statements to conform to classifications used in 2019 . These reclassifications have not changed net earnings or total equity, as previously reported. See Note G. Discontinued Operations for further information on reclassifications related to disposed businesses. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We adopted ASC Topic 842 on January 1, 2019 using a modified retrospective approach. Prior year periods continue to be reported under ASC Topic 840. See Note S. Recent Accounting Pronouncements for further discussion of the current period effects of adoption of ASU No. 2016-02 Leases (Topic 842). Right-of-use assets and lease liabilities related to operating leases under ASC Topic 842 are recorded when we are party to a contract which conveys the right for the Company to control an asset for a specified period of time. Substantially all of our operating lease arrangements relate to rented office space and real estate for our title operations. We generally are not a party to any material contracts considered finance leases. Right-of-use assets and lease liabilities under ASC Topic 842 are recorded as Lease assets and Lease liabilities, respectively, on the Consolidated Balance Sheet as of December 31, 2019 . Our operating leases range in term from one to ten years . As of December 31, 2019 , the weighted-average remaining lease term of our operating leases was 4.2 years . Our lease agreements do not contain material variable lease payments, buyout options, residual value guarantees or restrictive covenants. Most of our leases include one or more options to renew, with renewal terms that can extend the lease term by varying amounts. The exercise of lease renewal options is at our sole discretion. We do not include options to renew in our measurement of lease assets and lease liabilities as they are not considered reasonably assured of exercise. Our operating lease liability is determined by discounting future lease payments using a discount rate based on the Company's incremental borrowing rate for similar collateralized borrowing. The discount rate is calculated as an average of the current yield on our unsecured notes payable and 140 basis points in excess of the current five year LIBOR swap rate. As of December 31, 2019 the weighted-average discount rate used to determine our operating lease liability was 4.23% . We do not separate lease components from non-lease components for any of our right-of-use assets. Our lease costs are included in Other operating expenses on the Consolidated Statements of Income and was $146 million for the year ended December 31, 2019 . We do not have any material short term lease costs, variable lease costs, or sublease income. Rent expense incurred for operating leases under ASC Topic 840 during the years ended December 31, 2018 and 2017 was $ 150 million and $ 144 million, respectively. Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2019 are as follows (in millions): 2020 $ 145 2021 121 2022 93 2023 64 2024 37 Thereafter 23 Total operating lease payments, undiscounted $ 483 Less: present value discount 41 Lease liability, at present value $ 442 See Note P. Supplementary Cash Flow Information for certain information on noncash investing and financing activities related to our operating lease arrangements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy established by the accounting standards on fair value measurements includes three levels which are based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities that are recorded in the Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows: Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that we have the ability to access. Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3. Financial assets and liabilities whose values are based on model inputs that are unobservable. The following table presents our fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 , respectively: December 31, 2019 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: U.S. government and agencies $ — $ 288 $ — $ 288 State and political subdivisions — 93 — 93 Corporate debt securities — 1,570 17 1,587 Foreign government bonds — 60 — 60 Mortgage-backed/asset-backed securities — 62 — 62 Preferred securities 65 258 — 323 Equity securities 810 — 1 811 Other long-term investments — — 120 120 Total $ 875 $ 2,331 $ 138 $ 3,344 December 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: U.S. government and agencies $ — $ 225 $ — $ 225 State and political subdivisions — 148 — 148 Corporate debt securities — 1,486 17 1,503 Foreign government bonds — 62 — 62 Mortgage-backed/asset-backed securities — 60 — 60 Preferred securities 16 285 — 301 Equity securities 498 — — 498 Other long-term investments — — 101 101 Total $ 514 $ 2,266 $ 118 $ 2,898 Our Level 2 fair value measures for preferred and fixed-maturity securities available for sale are provided by a third-party pricing service. We utilize one firm for our preferred securities and our bond portfolios. The pricing service is a leading global provider of financial market data, analytics and related services to financial institutions. We rely on one price for each instrument to determine the carrying amount of the assets on our balance sheet. The inputs utilized in these pricing methodologies include observable measures such as benchmark yields, reported trades, broker dealer quotes, issuer spreads, two sided markets, benchmark securities, bids, offers and reference data including market research publications. We review the pricing methodologies for all of our Level 2 securities by obtaining an understanding of the valuation models and assumptions used by the third-party. When available and for certain investments, we independently compare 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 US 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 preferred 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 S. Recent Accounting Pronouncements 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 December 31, 2019 was a range of 6.8% - 7.4% and a weighted-average of 7.0% . Based on the total fair value of our Level 3 other long-term investment as of December 31, 2019 , 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 fair values of Level 3 assets, measured on a recurring basis, for the years ended December 31, 2019 and 2018 : Other long-term Equity Corporate debt investments securities securities Total (In millions) Fair value, December 31, 2017 $ — $ — $ — $ — Fair value of assets associated with the adoption of ASU 2016-01 (1) 100 — — 100 Transfers from Level 2 — — 17 17 Paid-in-kind dividends (2) 7 — — 7 Purchases — — 1 1 Net change in fair value included in earnings (3) (6 ) — — (6 ) Net unrealized loss included in other comprehensive (loss) earnings — — (1 ) (1 ) Fair value, December 31, 2018 $ 101 $ — $ 17 $ 118 Transfers to Level 2 — — (6 ) (6 ) Paid-in-kind dividends (2) 8 — 1 9 Purchases — — 7 7 Net change in fair value included in earnings (3) 11 1 (2 ) 10 Fair value, December 31, 2019 $ 120 $ 1 $ 17 $ 138 ___________________________________________ (1) See Note S. Recent Accounting Pronouncements for further discussion. (2) Included in Interest and investment income on the Consolidated Statements of Earnings. (3) Included in Realized gains and losses, net on the 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 year ended December 31, 2019 , transfers between Level 2 and Level 3 are not considered material to the Company's financial position or results of operations. For the year ended December 31, 2018, transfers between Level 2 and Level 3 were based on changes in significance of unobservable inputs used associated with a change in the valuation technique used for certain of the Company’s corporate debt securities and are not considered material to the Company's financial position or results of operations. The Company’s policy is to recognize transfers between levels in the fair value hierarchy at the end of the reporting period. There were no transfers of assets or liabilities measured at fair value using Level 1 inputs to Level 2 in the years ended December 31, 2019 or 2018 . Substantially all of the unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) on our 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. The fair value of our notes payable is included in Note J. Notes Payable . Additional information regarding the fair value of our investment portfolio is included in Note D. Investments . |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The cost basis and fair values of our available for sale securities at December 31, 2019 and 2018 are as follows: December 31, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity investments available for sale: U.S. government and agencies $ 288 $ 282 $ 7 $ (1 ) $ 288 States and political subdivisions 93 90 3 — 93 Corporate debt securities 1,587 1,536 54 (3 ) 1,587 Foreign government bonds 60 61 1 (2 ) 60 Mortgage-backed/asset-backed securities 62 60 2 — 62 Total $ 2,090 $ 2,029 $ 67 $ (6 ) $ 2,090 December 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity investments available for sale: U.S. government and agencies $ 225 $ 226 $ 1 $ (2 ) $ 225 States and political subdivisions 148 147 1 — 148 Corporate debt securities 1,503 1,510 6 (13 ) 1,503 Foreign government bonds 62 67 — (5 ) 62 Mortgage-backed/asset-backed securities 60 59 1 — 60 Total $ 1,998 $ 2,009 $ 9 $ (20 ) $ 1,998 The cost basis of fixed maturity securities available for sale includes an adjustment for amortized premium or discount since the date of purchase. The change in net unrealized gains and (losses) on fixed maturities for the years ended December 31, 2019 , 2018 , and 2017 was an increase (decrease) of $ 72 million , $ (21) million , and $(1) million , respectively. The following table presents certain information regarding contractual maturities of our fixed maturity securities at December 31, 2019 : December 31, 2019 Maturity Amortized Cost % of Total Fair Value % of Total (Dollars in millions) One year or less $ 341 16.8 % $ 341 16.3 % After one year through five years 1,093 53.9 1,117 53.4 After five years through ten years 403 19.8 424 20.3 After ten years 132 6.5 146 7.0 Mortgage-backed/asset-backed securities 60 3.0 62 3.0 $ 2,029 100.0 % $ 2,090 100.0 % 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. Fixed maturity securities valued at approximately $ 94 million and $ 122 million were on deposit with various governmental authorities at December 31, 2019 and 2018 , respectively, as required by law. 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 be en in a continuous unrealized loss position at December 31, 2019 and 2018 are as follows (in millions): December 31, 2019 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 98 $ (2 ) $ 51 $ (1 ) 149 $ (3 ) U.S. government and agencies 62 (1 ) — — 62 (1 ) Foreign government bonds — — 33 (2 ) 33 (2 ) Total temporarily impaired securities $ 160 $ (3 ) $ 84 $ (3 ) $ 244 $ (6 ) December 31, 2018 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 661 $ (8 ) $ 301 $ (5 ) $ 962 $ (13 ) U.S. government and agencies 71 (1 ) 117 (1 ) 188 (2 ) Foreign government bonds 52 (3 ) 10 (2 ) 62 (5 ) Total temporarily impaired securities $ 784 $ (12 ) $ 428 $ (8 ) $ 1,212 $ (20 ) The unrealized losses for the corporate debt securities and U.S. government bonds were primarily caused by fluctuations in interest rates. The unrealized losses for the foreign government bonds were primarily caused by foreign exchange fluctuations. We consider the unrealized losses related to these securities to be temporary rather than changes in credit quality. We expect to recover the entire amortized cost basis of our temporarily impaired fixed maturity securities as we do not intend to sell these securities and we do not believe that we will be required to sell the fixed maturity securities before recovery of the cost basis. For these reasons, we do not consider these securities other-than-temporarily impaired at December 31, 2019 . It is reasonably possible that declines in fair value below cost not considered other-than-temporary in the current period could be considered to be other-than-temporary in a future period and earnings would be reduced to the extent of the impairment. During the years ended December 31, 2019 , 2018 and 2017 we incurred impairment charges relating to investments that were determined to be other-than-temporarily impaired, which resulted in impairment charges of $8 million , $3 million and $1 million , respectively. The impairment charges in 2019 related to credit risks of certain issuers of our fixed maturity securities which have exhibited a decreasing fair value and from which we are uncertain of our ability to recover our initial investment. The impairment charges in 2018 and 2017 related to fixed maturity securities of investees entering Chapter 11 bankruptcy which have exhibited a decreasing fair market value and from which we are uncertain of our ability to recover our initial investment. As of December 31, 2019 , we held $9 million of investment securities for which other-than-temporary impairments have been previously recognized. As of December 31, 2018 , we held no investment securities for which other-than-temporary impairments had been previously recognized. It is possible that future events may lead us to recognize potential future impairment losses related to our investment portfolio and that unanticipated future events may lead us to dispose of certain investment holdings and recognize the effects of any market movements in our consolidated financial statements. The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the years ended December 31, 2019 , 2018 , and 2017 , respectively: Year ended December 31, 2019 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 4 $ (9 ) $ (5 ) $ 614 Preferred stock 1 — 1 55 Equity securities 10 — 10 160 Valuation gain on equity securities (1) 299 — Valuation gain on preferred securities (1) 17 — Valuation of other long term investments (1) 11 — Impairment of lease assets (8 ) — Other realized gains and losses, net (7 ) — Total $ 318 $ 829 (1) See discussion of adoption of ASU 2016-01 in Note S. Recent Accounting Pronouncements Year ended December 31, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 6 $ (4 ) $ 2 $ 838 Preferred stock 1 — 1 60 Equity securities 5 (21 ) (16 ) 298 Valuation loss on equity securities (1) (71 ) — Valuation loss on preferred securities (1) (24 ) — Property and equipment 5 21 Asset impairments (7 ) — Pacific Union Sale 4 47 Other realized gains and losses, net (3 ) — Total $ (109 ) $ 1,264 (1) See discussion of adoption of ASU 2016-01 in Note S. Recent Accounting Pronouncements Year ended December 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 7 $ (8 ) $ (1 ) $ 968 Preferred stock available for sale — — — 10 Other long-term investments 9 21 Loss on debt conversions (6 ) — Property, plant and equipment 2 4 Other intangible assets (1 ) — Other realized gains and losses, net (1 ) — Total $ 2 $ 1,003 Interest and investment income consists of the following: Year Ended December 31, 2019 2018 2017 (In millions) Tax-deferred property exchange income $ 72 $ 65 $ 31 Fixed maturity securities available for sale 70 55 61 Equity securities and preferred stock available for sale 34 34 28 Cash and cash equivalents 22 12 3 Short-term investments 14 8 4 Other 13 3 4 Total $ 225 $ 177 $ 131 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following: December 31, 2019 2018 (In millions) Furniture, fixtures and equipment $ 222 $ 217 Data processing equipment 174 157 Leasehold improvements 102 87 Buildings 85 84 Land 16 19 Other 5 3 Total property and equipment, gross 604 567 Accumulated depreciation and amortization (428 ) (403 ) Total property and equipment, net $ 176 $ 164 Depreciation expense on property and equipment was $ 42 million, $ 46 million, and $ 48 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill 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 18 3 21 Adjustments to prior year acquisitions 12 2 14 Pacific Union Sale — (52 ) (52 ) Impairment — (3 ) (3 ) Balance, December 31, 2018 $ 2,462 $ 264 $ 2,726 Adjustments to prior year acquisitions — 1 1 Balance, December 31, 2019 $ 2,462 $ 265 $ 2,727 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Black Knight As a result of the BK Distribution, the financial results of Black Knight have been reclassified to discontinued operations for all periods presented in our Consolidated Statements of Earnings. We retained no ownership in Black Knight. 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 subsequent to the BK Distribution which were previously eliminated in our consolidated financial statements as intra-entity transactions, are not considered material to our results of operations. A summary of the operations of Black Knight included in discontinued operations is shown below: Year Ended December 31, 2017 Revenues: (in millions) Escrow, title-related and other fees $ 745 Realized gains and losses, net (13 ) Total revenues 732 Expenses: Personnel costs 292 Other operating expenses 145 Depreciation and amortization 154 Interest expense 42 Total expenses 633 Earnings from discontinued operations before income taxes 99 Income tax expense 40 Net earnings from discontinued operations 59 Less: Net earnings attributable to non-controlling interests 36 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 23 Cash flow from discontinued operations data: Net cash provided by operations $ 240 Net cash used in investing activities (46 ) FNFV As a result of the FNFV Split-Off, the financial results of FNFV Group have been reclassified to discontinued operations for all periods presented in our Consolidated Statements of Earnings. Subsequent to the FNFV Split-Off, Cannae is considered a related party to FNF. The cash inflows and outflows from and to Cannae as well as revenues and expenses included in continuing operations subsequent to November 17, 2017, the date of the FNFV Split-Off, which were previously eliminated in our consolidated financial statements as intra-entity transactions, are not material to our results of operations for the year ended December 31, 2017. 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 December 31, 2019, we own approximately 7.2% 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 revolver note. 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. 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”): • 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; • 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 • 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: Year Ended December 31, 2017 Revenues: (in millions) Escrow, title-related and other fees $ 111 Restaurant revenue 981 Interest and investment income 5 Realized gains and losses, net 277 Total revenues 1,374 Expenses: Personnel costs 148 Other operating expenses 94 Cost of restaurant revenue 861 Depreciation and amortization 51 Interest expense 9 Total expenses 1,163 Earnings from discontinued operations before income taxes 211 Income tax expense 103 Earnings from continuing operations before equity in losses of unconsolidated affiliates 108 Equity in losses of unconsolidated affiliates (12 ) Net earnings from discontinued operations 96 Less: Net losses attributable to non-controlling interests (13 ) Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 109 Cash flow from discontinued operations data: Net cash used in operations $ (134 ) Net cash used in investing activities (11 ) Reconciliation to Consolidated Financial Statements A reconciliation of the net earnings of Black Knight and FNFV to the Statement of Operations is shown below: Year Ended December 31, 2017 (in millions) Earnings from discontinued operations attributable to Black Knight $ 59 Earnings from discontinued operations attributable to FNFV 96 Total earnings from discontinued operations, net of tax $ 155 |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of the following: December 31, 2019 2018 (In millions) Customer relationships and contracts $ 758 $ 827 Computer software 421 385 Trademarks and tradenames 65 64 Other 23 27 1,267 1,303 Accumulated amortization (845 ) (790 ) $ 422 $ 513 Amortization expense for amortizable intangible assets, which consist primarily of customer relationships and computer software, was $ 131 million, $ 119 million, and $ 130 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Estimated amortization expense for the next five years for assets owned at December 31, 2019 , is $ 115 million in 2020 , $ 87 million in 2021 , $ 65 million in 2022 , $ 46 million in 2023 and $ 20 million in 2024 . |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | Accounts Payable and Other Accrued Liabilities Accounts payable and other accrued liabilities consist of the following: December 31, 2019 2018 (In millions) Salaries and incentives $ 341 $ 295 Accrued benefits 289 245 Deferred revenue 111 105 Contingent consideration - acquisitions 17 39 Trade accounts payable 44 35 Accrued recording fees and transfer taxes 10 20 Accrued premium taxes 26 19 Other accrued liabilities 256 198 $ 1,094 $ 956 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Notes payable consists of the following: December 31, 2019 2018 (In millions) 4.50% Notes, net of discount $ 443 $ 442 5.50% Notes, net of discount 398 398 Revolving credit facility (3 ) (4 ) $ 838 $ 836 At December 31, 2019 , the estimated fair value of our unsecured notes payable was approximately $918 million , or $ 68 million higher than its carrying value, excluding $12 million of net unamortized debt issuance costs and premium/discount. The fair values of our unsecured notes payable are based on established market prices for the securities on December 31, 2019 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. We pay interest on the 4.50% Notes 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 May 16, 2019, we completed an offering to exchange the 4.50% Notes for substantially identical notes registered under the Securities Act of 1933 (the " 4.50% Notes Exchange"). There were no material changes to the terms of the 4.50% Notes as a result of the 4.50% Notes Exchange and all holders of the 4.50% Notes accepted the offer to exchange. On June 25, 2013, we entered into an agreement to amend and restate our existing $ 800 million Second Amended and Restated Credit Agreement (the “Existing Credit Agreement”), dated as of April 16, 2012 with Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto (the “Revolving Credit Facility”). On April 27, 2017, the Revolving Credit Facility was amended (the "Restated Credit Agreement") to extend the term for 5 years, from a maturity date of July 15, 2018 to April 27, 2022. Revolving loans under the credit facility generally bear interest at a variable rate based on either (i) the base rate (which is the highest of (a) 0.5% in excess of the federal funds rate, (b) the Administrative Agent's “prime rate”, or (c) the sum of 1% plus one-month LIBOR) plus a margin of between 10 and 60 basis points depending on the senior unsecured long-term debt ratings of FNF or (ii) LIBOR plus a margin of between 110 and 160 basis points depending on the senior unsecured long-term debt ratings of the Company. Based on our current Moody’s and Standard & Poor’s senior unsecured long-term debt ratings of Baa2/BBB, respectively, the applicable margin for revolving loans subject to LIBOR is 140 basis points. In addition, we pay a commitment fee of between 15 and 40 basis points on the entire facility, also depending on our senior unsecured long-term debt ratings. Under the Revolving Credit Facility, we are subject to customary affirmative, negative and financial covenants, including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments, dispositions and transactions with affiliates, limitations on dividends and other restricted payments, a minimum net worth and a maximum debt to capitalization ratio. The Revolving Credit Facility also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. These events of default include a cross-default provision that, subject to limited exceptions, permits the lenders to declare the Revolving Credit Facility in default if: (i) (a) we fail to make any payment after the applicable grace period under any indebtedness with a principal amount (including undrawn committed amounts) in excess of 3.0% of our net worth, as defined in the Revolving Credit Facility, or (b) we fail to perform any other term under any such indebtedness, or any other event occurs, as a result of which the holders thereof may cause it to become due and payable prior to its maturity; or (ii) certain termination events occur under significant interest rate, equity or other swap contracts. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Revolving Credit Facility shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. As of December 31, 2019 , there is no balance outstanding, $3 million in unamortized debt issuance costs and $800 million of borrowing capacity under the Revolving Credit Facility. On August 28, 2012, we 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 Securities and Exchange Commission. The notes were priced at 99.513% of par to yield 5.564% annual interest. We pay interest on the 5.50% semi-annually on the 1st of March and September, beginning March 1, 2013. These notes contain customary covenants and events of default for investment grade public debt. These events of default include a cross default provision, with respect to any other debt of the Company in an aggregate amount exceeding $100 million for all such debt, arising from (i) failure to make a principal payment when due or (ii) the occurrence of an event which results in such debt being due and payable prior to its scheduled maturity. Gross principal maturities of notes payable at December 31, 2019 are as follows (in millions): 2020 $ — 2021 — 2022 400 2023 — 2024 — Thereafter 450 $ 850 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) on continuing operations consists of the following: Year Ended December 31, 2019 2018 2017 (In millions) Current $ 268 $ 64 $ 476 Deferred 40 56 (241 ) $ 308 $ 120 $ 235 Total income tax expense was allocated as follows (in millions): Year Ended December 31, 2019 2018 2017 Net earnings from continuing operations $ 308 $ 120 $ 235 Tax expense attributable to net earnings from discontinued operations — — 144 Other comprehensive earnings (loss): Unrealized gain (loss) on investments and other financial instruments 16 (3 ) 25 Unrealized gain (loss) on foreign currency translation and cash flow hedging 1 (2 ) 4 Minimum pension liability adjustment — — 3 Total income tax expense (benefit) allocated to other comprehensive earnings 17 (5 ) 32 Total income taxes $ 325 $ 115 $ 411 A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 1.7 3.1 1.8 Deductible dividends paid to FNF 401(k) plan (0.1 ) (0.1 ) (0.2 ) Tax exempt interest income — (0.1 ) (0.4 ) Stock compensation (0.8 ) (0.5 ) (1.4 ) Tax Credits (0.1 ) (0.2 ) (0.1 ) Consolidated Partnerships (0.2 ) (0.2 ) — Tax reform — (7.1 ) (10.7 ) Non-deductible expenses and other, net 1.0 0.2 3.2 Effective tax rate 22.5 % 16.1 % 27.2 % The significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 consist of the following: December 31, 2019 2018 (In millions) Deferred Tax Assets: Employee benefit accruals $ 71 $ 64 Net operating loss carryforwards 3 7 Accrued liabilities 3 7 Allowance for uncollectible accounts receivable 4 4 Pension plan 3 2 Tax credits 39 41 State income taxes 3 3 Investment securities — 3 Other 9 1 Total gross deferred tax asset 135 132 Less: valuation allowance 25 22 Total deferred tax asset $ 110 $ 110 Deferred Tax Liabilities: Title plant $ (55 ) $ (55 ) Amortization of goodwill and intangible assets (113 ) (113 ) Other investments (6 ) (6 ) Other (11 ) (23 ) Investment securities (75 ) — Depreciation (12 ) (11 ) Partnerships (54 ) (68 ) Insurance reserve discounting (68 ) (61 ) Total deferred tax liability $ (394 ) $ (337 ) Net deferred tax liability $ (284 ) $ (227 ) Our net deferred tax liability was $284 million and $227 million at December 31, 2019 , and 2018 , respectively. The significant changes in the deferred taxes are as follows: the deferred tax liability for investment securities increased (prior year asset decreased) by $78 million largely due to unrealized gains recorded for investment securities. The deferred tax liability relating to partnerships decreased by $14 million primarily related to ServiceLink book intangibles not amortizable for tax. SEC Staff Accounting Bulletin No. 118 ("SAB 118"), provided guidance for companies that had not completed their accounting for the income tax effects of the Tax Reform 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. We completed our accounting for the tax effects of the enactment of the Tax Reform as of December 31, 2018. At December 31, 2019 , we have net operating losses ("NOL") on a pretax basis of $ 14 million available to carryforward and offset future federal taxable income. The net operating losses are US federal net operating losses arising from acquisitions made since 2012, including Buyers Protection Group, Inc., Digital Insurance Holdings, Inc., and ServiceLink. Most of the NOLs are subject to an annual Internal Revenue Code Section 382 limitation. These losses will begin to expire in year 2023 and we fully anticipate utilizing these losses prior to expiration with the exception of $3 million of gross net operating losses that are offset by a $1 million valuation allowance. At December 31, 2019 and 2018 , we had $39 million and $41 million of tax credits, respectively, which expire in 2032. The credits primarily consist of general business credits from historical acquisitions. We anticipate that these credits will be utilized prior to expiration after a valuation allowance of $21 million on the general business credits. As of December 31, 2019 and 2018 , we had approximately $8 million and $ 9 million (including interest of $ 2 million ), respectively, of total unrecognized tax benefits that, if recognized, would favorably affect our income tax rate. We record interest and penalties related to income taxes as a component of income tax expense. The Internal Revenue Service (“IRS”) has selected us to participate in the Compliance Assurance Program that is a real-time audit. We are currently under audit by the IRS for the 2018 through 2020 |
Summary of Reserve for Claim Lo
Summary of Reserve for Claim Losses | 12 Months Ended |
Dec. 31, 2019 | |
Insurance [Abstract] | |
Summary of Reserve for Claim Losses | Summary of Reserve for Claim Losses A summary of the reserve for claim losses follows: Year Ended December 31, 2019 2018 2017 (Dollars in millions) Beginning balance $ 1,488 $ 1,490 $ 1,487 Change in reinsurance recoverable 1 — (4 ) Claim loss provision related to: Current year 240 221 219 Prior years — — 19 Total title claim loss provision 240 221 238 Claims paid, net of recoupments related to: Current year (11 ) (10 ) (8 ) Prior years (209 ) (213 ) (223 ) Total title claims paid, net of recoupments (220 ) (223 ) (231 ) Ending balance of claim loss reserve for title insurance $ 1,509 $ 1,488 $ 1,490 Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 4.5 % 4.9 % 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. In the quarter ended December 31, 2017, we reduced the current quarter provision for claims losses to 4.5% . In response to favorable development on recent year claims, the average provision rate decreased in 2017 and remained constant in 2018 and 2019. Due to the uncertainty inherent in the process and to the judgment used by management, the ultimate liability may be greater or less than our current reserves. If actual claims loss development varies from what is currently expected and is not offset by other factors, it is possible that our recorded reserves may fall outside a reasonable range of our actuary's central estimate, which may require additional reserve adjustments in future periods. During the 4th quarter of 2019, three lawsuits were filed by various parties against Chicago Title Company and Chicago Title Insurance Company as its alter ego, (collectively the “Named Companies”) among others. Generally, plaintiffs claim they are investors who were solicited by Gina Champion-Cain to provide funds that purportedly were to be used for high-interest, short-term loans to parties seeking to acquire California alcoholic beverage licenses. Plaintiffs contend that under California state law, alcoholic beverage license applicants are required to escrow an amount equal to the license purchase price while their applications remain pending with the State. It is further alleged that Chicago Title Company participated with Ms. Champion-Cain and her entities in a fraud scheme involving an escrow account maintained by Chicago Title Company into which the plaintiffs’ funds were deposited. The three lawsuits are as follows: On October 22, 2019, a lawsuit styled, Ovation Fin. Holdings 2 LLC, Ovation Fund Mgmt. II, LLC, Banc of California, N.A. v. Chicago Title Ins. Co., Chicago Title Co., was filed in the United States District Court for the Southern District of California. Plaintiffs claim losses of more than $75 million as a result of the alleged fraud scheme, and also seek consequential, treble, and punitive damages. The Named Companies are defending and have filed a motion to dismiss the complaint on several grounds, or alternatively, to stay the case. On November 5, 2019, a putative class action lawsuit styled, Blake E. Allred and Melissa M. Allred v. Chicago Title Co., Chicago Title Ins. Co., Adelle E. Ducharme, Betty Elixman, Gina Champion-Cain, Joelle Hanson, Cris Torres, and Rachel Bond, was filed in the United States District Court for the Southern District of California. Plaintiffs seek class certification and consequential, treble, and punitive damages. The Named Companies are defending and have filed a motion to dismiss the complaint on several grounds, or alternatively, to stay the case. On December 13, 2019, a lawsuit styled, Kim Funding, LLC, Kim H. Peterson, Joseph J. Cohen, and ABC Funding Strategies, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman, was filed in the Superior Court of San Diego County for the State of California. Plaintiffs claim losses of more than $250 million as a result of the alleged fraud scheme, and also seek statutory, treble, and punitive damages. The Named Companies are defending and have filed a motion to dismiss the complaint on several grounds. In addition, the Chicago Title Company is also in receipt of a pre-suit demand for approximately $30 million from another group of alleged investors. Chicago Title Company has acknowledged receipt of the claim and is investigating. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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. See Note L. Summary of Reserve for Claim Losses for further discussion. 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 $22 million and $11 million as of December 31, 2019 and 2018 , 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. , 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 that 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. The court also determined that a multiplier of 1.5, not treble, should be applied to the amount of damages, if any, proven by class members at trial, and that Plaintiffs should bear the responsibility of identifying class members and calculating damages. The Company’s requests for interlocutory appeals of both the liability and damage multiplier issues were denied. The parties have reached an agreement in principle to resolve the matter, and are in the process of documenting the settlement agreement for submission to the court for approval. We do not believe the settlement 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. We do not anticipate such fines and settlements, either individually or in the aggregate, will have a material adverse effect on our financial condition Escrow Balances In conducting our operations, we routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying Consolidated Balance Sheets, consistent with Generally Accepted Accounting Principles and industry practice. These balances amounted t o $ 18.7 billion a t December 31, 2019 . As a result of holding these customers’ assets in escrow, we have ongoing programs for realizing economic benefits during the year through favorable borrowing and vendor arrangements with various banks. There were no investments or loans outstanding as of December 31, 2019 and 2018 related to these arrangements . |
Regulation and Equity
Regulation and Equity | 12 Months Ended |
Dec. 31, 2019 | |
Regulation and Equity [Abstract] | |
Regulation and Equity | Regulation and Equity Regulation Our insurance subsidiaries, including title insurers, underwritten title companies and insurance agencies, are subject to extensive regulation under applicable state laws. Each of the insurance underwriters is subject to a holding company act in its state of domicile which regulates, among other matters, the ability to pay dividends and enter into transactions with affiliates. The laws of most states in which we transact business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, accounting practices, financial practices, establishing reserve and capital and surplus as regards policyholders (“capital and surplus”) requirements, defining suitable investments for reserves and capital and surplus and approving rate schedules. The process of state regulation of changes in rates ranges from states which set rates, to states where individual companies or associations of companies prepare rate filings which are submitted for approval, to a few states in which rate changes do not need to be filed for approval. Since we are regulated by both state and federal governments and the applicable insurance laws and regulations are constantly subject to change, it is not possible to predict the potential effects on our insurance operations, particularly the Title segment, of any laws or regulations that may become more restrictive in the future or if new restrictive laws will be enacted. Pursuant to statutory accounting requirements of the various states in which our insurers are domiciled, these insurers must defer a portion of premiums earned as an unearned premium reserve for the protection of policyholders and must maintain qualified assets in an amount equal to the statutory requirements. The level of unearned premium reserve required to be maintained at any time is determined by statutory formula based upon either the age, number of policies and dollar amount of policy liabilities underwritten, or the age and dollar amount of statutory premiums written. As of December 31, 2019 , the combined statutory unearned premium reserve required and reported for our title insurers was $1,446 million . In addition to statutory unearned premium reserves, each of our insurers maintains reserves for known claims and surplus funds for policyholder protection and business operations. Each of our insurance subsidiaries is regulated by the insurance regulatory authority in its respective state of domicile, as well as that of each state in which it is licensed. The insurance commissioners of their respective states of domicile are the primary regulators of our title insurance subsidiaries. Each of the insurers is subject to periodic regulatory financial examination by regulatory authorities. Our insurance subsidiaries are subject to regulations that restrict their ability to pay dividends or make other distributions of cash or property to their immediate parent company without prior approval from the Department of Insurance of their respective states of domicile. As of December 31, 2019 , $ 1,868 million of our net assets are restricted from dividend payments without prior approval from the Departments of Insurance. During 2020 , our title insurers can pay or make distributions to us of approximately $518 million , without prior approval. The combined statutory capital and surplus of our title insurers was approximately $1,581 million and $1,383 million as of December 31, 2019 and 2018 , respectively. The combined statutory net earnings of our title insurance subsidiaries were $583 million , $ 625 million, and $ 434 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. Statutory-basis financial statements are prepared in accordance with accounting practices prescribed or permitted by the various state insurance regulatory authorities. The National Association of Insurance Commissioners' (“NAIC” ) Accounting Practices and Procedures manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted practices by each of the states that regulate us. Each of our states of domicile for our title insurance underwriter subsidiaries have adopted a material prescribed accounting practice that differs from that found in NAIC SAP. Specifically, in both years, the timing of amounts released from the statutory unearned premium reserve under NAIC SAP differs from the states' required practice. Statutory surplus at December 31, 2019 and 2018 , respectively, was lower by approximately $33 million and $28 million than if we had reported such amounts in accordance with NAIC SAP. As a condition to continued authority to underwrite policies in the states in which our insurers conduct their business, the insurers are required to pay certain fees and file information regarding their officers, directors and financial condition. In addition, our escrow and trust business is subject to regulation by various state banking authorities. Pursuant to statutory requirements of the various states in which our insurers are domiciled, such insurers must maintain certain levels of minimum capital and surplus. Required levels of minimum capital and surplus are not significant to the insurers individually or in the aggregate. Each of our insurers has complied with the minimum statutory requirements as of December 31, 2019 . Our underwritten title companies, primarily those domiciled in California, are also subject to certain regulation by insurance regulatory or banking authorities relating to their net worth and working capital. Minimum net worth and working capital requirements for each underwritten title company is less than $ 1 million . These companies were in compliance with their respective minimum net worth and working capital requirements at December 31, 2019 . There are no restrictions on our retained earnings regarding our ability to pay dividends to shareholders although there are limits on the ability of certain subsidiaries to pay dividends to us, as described above. Equity On July 17, 2018, our Board of Directors approved a new three -year stock repurchase program effective August 1, 2018 (the "2018 Repurchase Program") under which we can purchase up to 25 million shares of our FNF common stock through July 31, 2021. We may make repurchases from time to time in the open market, in block purchases or in privately negotiated transactions, depending on market conditions and other factors. During the year ended December 31, 2019 , we repurchased a total of 2,120,000 FNF common shares for an aggregate of $85 million or an average of $40.09 per share. Since the original commencement of the 2018 Repurchase Program, we repurchased a total of 2,780,000 FNF common shares for an aggregate of $106 million , or an average of $38.24 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Stock Purchase Plan During the three-year period ended December 31, 2019 , our eligible employees could voluntarily participate in our employee stock purchase plan (“ESPP”) sponsored by us. Pursuant to the ESPP, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. We contribute varying amounts as specified in the ESPP. We contributed $ 28 million, $ 25 million, and $ 23 million to the ESPP in the years ended December 31, 2019 , 2018 , and 2017 , respectively, in accordance with our matching contribution. 401(k) Profit Sharing Plan During the three-year period ended December 31, 2019 , we have offered our employees the opportunity to participate in our 401(k) profit sharing plan (the “401(k) Plan”), a qualified voluntary contributory savings plan that is available to substantially all of our employees. Eligible employees may contribute up to 40% of their pre-tax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. We make an employer match on the 401(k) Plan of $0.375 on each $1.00 contributed up to the first 6% of eligible earnings contributed to the 401(k) Plan by employees. The employer match was $ 29 million , $30 million , and $26 million for the years ended December 31, 2019, 2018, and 2017, respectively, and was credited based on the participant's individual investment elections in the FNF 401(k) Plan. Omnibus Incentive Plan In 2005, we established the FNT 2005 Omnibus Incentive Plan (as amended and restated, the “Omnibus Plan”) authorizing the issuance of up to 8 million shares of common stock, subject to the terms of the Omnibus Plan. On October 23, 2006; May 29, 2008; May 25, 2011; May 22, 2013; and June 15, 2016 the shareholders of FNF approved amendments to increase the number of shares for issuance under the Omnibus Plan by 16 million , 11 million , 6 million , 6 million and 10 million shares, respectively. The primary purpose of the increases were to assure that we had adequate means to provide equity incentive compensation to our employees on a going-forward basis. The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares, performance units, other cash and stock-based awards and dividend equivalents. As of December 31, 2019 , there were 1,517,176 shares of restricted stock and 5,530,125 stock options outstanding under the Omnibus Plan. Awards granted are approved by the Compensation Committee of the Board of Directors. Options vest over a 3 year period and have a contractual life o f 7 years. The exercise price for options granted equals the market price of the underlying stock on the grant date. Stock option grants vest according to certain time based and operating performance criteria. Option exercises by participants are settled on the open market. FNF stock option transactions under the Omnibus Plan for 2019 , 2018 , and 2017 are as follows: Options Weighted Average Exercise Price Exercisable Balance, December 31, 2016 7,481,683 $ 27.38 5,821,592 Options issued as make-whole adjustment for BK Distribution 2,375,111 20.32 Exercised (1,313,061 ) 18.38 Canceled (14,306 ) 24.49 Balance, December 31, 2017 8,529,427 $ 20.38 7,648,837 Exercised (985,640 ) 19.09 Balance, December 31, 2018 7,543,787 $ 20.55 7,530,137 Exercised (2,009,112 ) 19.61 Canceled (4,550 ) 25.34 Balance, December 31, 2019 5,530,125 $ 20.88 5,530,125 FNF restricted stock transactions under the Omnibus Plan in 2019 , 2018 , and 2017 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2016 1,471,673 $ 33.79 Granted 828,818 37.12 Restricted stock issued as make-whole adjustment for BK Distribution 545,676 24.62 Canceled (11,233 ) 24.52 Vested (995,873 ) 23.98 Balance, December 31, 2017 1,839,061 $ 30.58 Granted 912,694 32.32 Canceled (15,201 ) 29.49 Vested (915,316 ) 28.80 Balance, December 31, 2018 1,821,238 $ 32.35 Granted 640,698 45.84 Canceled (14,937 ) 31.94 Vested (929,823 ) 30.98 Balance, December 31, 2019 1,517,176 $ 38.90 The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2019 : Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Remaining Average Remaining Average Range of Number of Contractual Exercise Intrinsic Number of Contractual Exercise Intrinsic Exercise Prices Options Life Price Value Options Life Price Value (In years) (In millions) (In years) (In millions) $0.00 - $17.76 2,870,481 0.89 $ 17.76 $ 79 2,870,481 0.89 $ 17.76 $ 79 $17.77 - $21.84 918,236 1.84 21.84 22 918,236 1.84 21.84 22 $21.85 - $25.53 1,741,408 2.83 25.53 35 1,741,408 2.83 25.53 35 5,530,125 $ 136 5,530,125 $ 136 We account for stock-based compensation plans in accordance with GAAP on share-based payments, which requires that compensation cost relating to share-based payments be recognized in the consolidated financial statements based on the fair value of each award. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date and recognized over the service period. Fair value of restricted stock awards and units is based on the grant date value of the underlying stock derived from quoted market prices. The total fair value of restricted stock awards granted in the years ended December 31, 2019 , 2018 and 2017 was $29 million , $29 million , and $31 million , respectively. The total fair value of restricted stock awards which vested in the years ended December 31, 2019 , 2018 and 2017 was $42 million , $29 million , and $38 million , respectively. Option awards are measured at fair value on the grant date using the Black Scholes Option Pricing Model. The intrinsic value of options exercised in the years ended December 31, 2019 , 2018 and 2017 was $48 million , $19 million , and $25 million , respectively. Net earnings attributable to FNF Shareholders reflects stock-based compensation expense amounts of $ 38 million for the year ended December 31, 2019 , $ 31 million for the year ended December 31, 2018 , and $44 million for the year ended December 31, 2017 , which are included in personnel costs in the reported financial results of each period. At December 31, 2019 , the total unrecognized compensation cost related to non-vested stock option grants and restricted stock grants is $ 45 million , which is expected to be recognized in pre-tax income over a weighted average period of 1.66 Pension Plan In 2000, FNF merged with Chicago Title Corporation ("CTC"). In connection with the merger, we assumed CTC’s noncontributory defined contribution plan and noncontributory defined benefit pension plan (the “Pension Plan”). The Pension Plan covers certain CTC employees. The benefits are based on years of service and the employee’s average monthly compensation in the highest 60 consecutive calendar months during the 120 months ending at retirement or termination. Effective December 31, 2000, the Pension Plan was frozen and there will be no future credit given for years of service or changes in salary. The accumulated benefit obligation is the same as the projected benefit obligation due to the pension plan being frozen as of December 31, 2000. Pursuant to GAAP on employers’ accounting for defined benefit pension and other post retirement plans, the measurement date is December 31. The discount rate used to determine the benefit obligation as of the years ended December 31, 2019 and 2018 wa s 2.79% and 3.90% , respectively. As of the years ended December 31, 2019 and 2018 , the projected benefit obligation was $ 160 million and $ 150 million, respectively, and the fair value of plan assets was $ 150 million and $ 144 |
Supplementary Cash Flow Informa
Supplementary Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplementary Cash Flow Information | Supplementary Cash Flow Information The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2019 2018 2017 (In millions) Cash paid during the year: Interest $ 44 $ 34 $ 102 Income taxes 251 204 528 Non-cash investing and financing activities: Change in proceeds of sales of investments available for sale receivable in period $ 1 $ (3 ) $ 3 Change in purchases of investments available for sale payable in period (1 ) (2 ) (9 ) Change in treasury stock purchases payable in period (1 ) 1 — Change in accrued dividends payable in period 2 2 (1 ) Lease liabilities recognized in exchange for lease right-of-use assets 36 — — Remeasurement of lease liabilities 101 — — Liabilities assumed in connection with acquisitions: Fair value of assets acquired $ 1 $ 50 $ 595 Less: Total purchase price 1 33 481 Liabilities and noncontrolling interests assumed $ — $ 17 $ 114 |
Financial Instruments with Off-
Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk | Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk Title In the normal course of business we and certain of our subsidiaries enter into off-balance sheet credit arrangements associated with certain aspects of the title insurance business and other activities. We generate a significant amount of title insurance premiums in Texas, California, Florida and New York. Title insurance premiums as a percentage of the total title insurance premiums written from those four states are detailed as follows: 2019 2018 2017 California 14.3 % 13.9 % 14.5 % Texas 13.8 % 14.4 % 14.2 % Florida 9.2 % 8.8 % 8.0 % New York 5.8 % 6.3 % 6.3 % Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, short-term investments, and trade receivables. We place cash equivalents and short-term investments with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution. Investments in commercial paper of industrial firms and financial institutions are rated investment grade by nationally recognized rating agencies. Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up our customer base, thus spreading the trade receivables credit risk. We control credit risk through monitoring procedures. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Summarized financial information concerning our reportable segments is shown in the following tables. There are certain intercompany corporate related arrangements between our various businesses. The effects of these arrangements including intercompany notes and related interest and any other non-operational intercompany revenues and expenses have been eliminated in the segment presentations below. As of and for the year ended December 31, 2019 : Title Corporate and Other Total FNF (In millions) Title premiums $ 5,342 $ — $ 5,342 Other revenues 2,389 195 2,584 Revenues from external customers 7,731 195 7,926 Interest and investment income, including realized gains and losses 528 15 543 Total revenues 8,259 210 8,469 Depreciation and amortization 154 24 178 Interest expense — 47 47 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 1,536 (167 ) 1,369 Income tax expense (benefit) 363 (55 ) 308 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 1,173 (112 ) 1,061 Equity in earnings of unconsolidated affiliates 13 2 15 Earnings (loss) from continuing operations $ 1,186 $ (110 ) $ 1,076 Assets $ 9,071 $ 1,606 $ 10,677 Goodwill 2,462 265 2,727 As of and for the year ended December 31, 2018 : Title Corporate and Other Total FNF (In millions) Title premiums $ 4,911 $ — $ 4,911 Other revenues 2,204 411 2,615 Revenues from external customers 7,115 411 7,526 Interest and investment income, including realized gains and losses 60 8 68 Total revenues 7,175 419 7,594 Depreciation and amortization 154 28 182 Interest expense — 43 43 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 876 (126 ) 750 Income tax expense (benefit) 163 (43 ) 120 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 713 (83 ) 630 Equity in earnings of unconsolidated affiliates 4 1 5 Earnings (loss) from continuing operations $ 717 $ (82 ) $ 635 Assets $ 8,391 $ 910 $ 9,301 Goodwill 2,462 264 2,726 As of and for the year ended December 31, 2017 : Title Corporate and Other Total FNF (In millions) Title premiums $ 4,893 $ — $ 4,893 Other revenues 2,181 456 2,637 Revenues from external customers 7,074 456 7,530 Interest and investment income, including realized gains and losses 137 (4 ) 133 Total revenues 7,211 452 7,663 Depreciation and amortization 159 24 183 Interest expense — 48 48 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 955 (91 ) 864 Income tax expense (benefit) 274 (39 ) 235 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 681 (52 ) 629 Equity in earnings of unconsolidated affiliates 10 — 10 Earnings (loss) from continuing operations $ 691 $ (52 ) $ 639 Assets $ 8,405 $ 746 $ 9,151 Goodwill 2,432 314 2,746 The activities in our segments include the following: • Title. This segment consists of the operations of our title insurance underwriters and related businesses which provide title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, recordings and reconveyances, and home warranty products. This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default. • Corporate and Other. This segment consists of the operations of the parent holding company, our real estate technology subsidiaries, other smaller, non-title businesses and certain unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
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 T. Revenue Recognition for further discussion of our revenue. 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 adopted Topic 842 on January 1, 2019 using a modified retrospective approach and recorded lease right-of-use assets ("Lease assets") of $421 million and liabilities for future discounted lease payment obligations ("Lease Liabilities") of $437 million at the date of adoption. The adoption also resulted in a decrease of $9 million and $25 million to our Prepaid expenses and other assets and Accounts payable and accrued liabilities, respectively. There was no impact to opening equity as a result of the adoption.We elected to apply the following package of practical expedients on a consistent basis permitting entities not to reassess: (i) whether any expired or existing contracts are or contain a lease; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. Other Pronouncements In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The primary amendments required by the ASU include: requiring equity investments with readily determinable fair values to be measured at fair value through net income rather than through other comprehensive income; allowing entities with equity investments without readily determinable fair values to report the investments at cost, adjusted for changes in observable prices, less impairment; requiring entities that elect the fair value option for financial liabilities to report the change in fair value attributable to instrument-specific credit risk in other comprehensive income; and clarifying that entities should assess the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires a cumulative-effect adjustment of the balance sheet as of the beginning of the year of adoption. 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 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 and have retrospectively restated our Consolidated Statements of Cash Flows included herein. The adoption of this ASU resulted in the following retrospective changes to our Consolidated Statements of Cash Flows for the year ended December 31, 2017: an increase in the net change in cash and cash equivalents of $144 million due to the inclusion of the change in our cash pledged against secured trust deposits; an increase in cash provided by investing activities of $174 million related to the movement of cash paid/received for investments pledged against secured trust deposits from operating to investing activities; and an increase in cash used in financing activities of $30 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 In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The amendments in this and the related ASUs 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. We are finalizing the effect this new guidance will have on our Consolidated Financial Statements and related disclosures. Based on our implementation analysis performed, we have concluded that the overall effect of Topic 326 is not expected to be material to the Consolidated Financial Statements upon adoption. We did not early adopt this 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. We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures and did not early adopt this standard. In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
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: Year ended December 31, 2019 2018 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Direct title insurance premiums Direct title insurance premiums Title $ 2,381 $ 2,221 Agency title insurance premiums Agency title insurance premiums Title 2,961 2,690 Home warranty Escrow, title-related and other fees Title 177 182 Total revenue from insurance contracts 5,519 5,093 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 899 826 Other title-related fees and income Escrow, title-related and other fees Title 639 600 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 389 379 Real estate brokerage Escrow, title-related and other fees Corporate and other 39 316 Real estate technology Escrow, title-related and other fees Corporate and other 110 101 Other Escrow, title-related and other fees Corporate and other 46 (6 ) Total revenue from contracts with customers 2,122 2,216 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 285 217 Interest and investment income Interest and investment income Various 225 177 Realized gains and losses, net Realized gains and losses, net Various 318 (109 ) Total revenues Total revenues 8,469 7,594 Our Direct title insurance premiums are recognized as revenue at a point-in-time upon of closing of the underlying real estate 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 state's 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 is primarily comprised of premiums recognized when the underlying title order and real estate transaction closing, if applicable, are complete and reported to us. Premium revenues from agency title operations also include an accrual for premiums which have not yet been reported to us, which is estimated based on historical information. Revenues from our home warranty business are generated from insurance 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 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 at a point-in-time upon closing of the underlying real estate transaction or completion and billing 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 at a point-in-time 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: December 31, 2019 December 31, 2018 (In millions) Trade receivables $ 321 $ 284 Deferred revenue (contract liabilities) 111 105 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 Consolidated Balance Sheets. During the years ended December 31, 2019 and 2018, we recognized $103 million and $97 million , respectively, of revenue which was included in deferred revenue at the beginning of the period. |
Schedule II Fidelity National F
Schedule II Fidelity National Financial, Inc. (Parent Company) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule II Fidelity National Financial, Inc. (Parent Company) | SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) BALANCE SHEETS December 31, 2019 2018 (In millions, except share data) ASSETS Cash $ 565 $ 349 Short term investments 564 202 Equity securities, at fair value 1 1 Investment in unconsolidated affiliates 8 12 Notes receivable 498 543 Investments in and amounts due from subsidiaries 4,916 4,629 Property and equipment, net 2 5 Prepaid expenses and other assets 235 11 Income taxes receivable — 4 Total assets $ 6,789 $ 5,756 LIABILITIES AND EQUITY Liabilities: Accounts payable and other accrued liabilities $ 275 $ 63 Income taxes payable 10 — Deferred tax liability 284 227 Notes payable 838 836 Total liabilities 1,407 1,126 Equity: FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of December 31, 2019 and 2018; outstanding of 275,563,436 and 275,373,834 as of December 31, 2019 and 2018, respectively; and issued of 292,236,476 and 289,601,523 as of December 31, 2019 and 2018, respectively — — Preferred stock, $0.0001 par value; authorized 50,000,000 shares, issued and outstanding, none — — Additional paid-in capital 4,581 4,500 Retained earnings 1,356 641 Accumulated other comprehensive earnings (loss) 43 (13 ) Less: Treasury stock, 16,673,040 shares and 14,227,689 shares as of December 31, 2019 and 2018, respectively, at cost (598 ) (498 ) Total equity of Fidelity National Financial, Inc. common shareholders 5,382 4,630 Total liabilities and equity $ 6,789 $ 5,756 See Notes to Financial Statements SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) STATEMENTS OF EARNINGS AND RETAINED EARNINGS Year Ended December 31, 2019 2018 2017 (In millions, except per share data) Revenues: Other fees and revenue $ 38 $ — $ 1 Interest and investment income and realized gains 54 40 24 Realized gains and losses, net (4 ) 4 — Total revenues 88 44 25 Expenses: Personnel expenses 80 35 32 Other operating expenses 62 20 8 Interest expense 48 43 48 Total expenses 190 98 88 Losses before income tax benefit and equity in earnings of subsidiaries (102 ) (54 ) (63 ) Income tax benefit (23 ) (9 ) (17 ) Losses before equity in earnings of subsidiaries (79 ) (45 ) (46 ) Equity in earnings of subsidiaries 1,141 673 685 Earnings from continuing operations 1,062 628 639 Equity in earnings of discontinued operations — — 132 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 1,062 $ 628 $ 771 Retained earnings, beginning of year $ 641 $ 217 $ 1,784 Dividends declared (347 ) (330 ) (279 ) Distribution of Black Knight to FNF common shareholders — — (823 ) Redemption of FNFV tracking stock and distribution of Cannae Holdings, Inc. common stock to holders of FNFV tracking stock — — (1,236 ) Cumulative effect of adoption of accounting standards — 128 — Other equity activity — (2 ) — Net earnings attributable to Fidelity National Financial, Inc. common shareholders 1,062 628 771 Retained earnings, end of year $ 1,356 $ 641 $ 217 See Notes to Financial Statements SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) STATEMENTS OF CASH FLOWS Year Ended December 31, 2019 2018 2017 (In millions) Cash Flows From Operating Activities: Net earnings $ 1,062 $ 628 $ 771 Adjustments to reconcile net earnings to net cash provided by operating activities: Equity in earnings of unconsolidated affiliates (2 ) (2 ) — Gain on Pacific Union Sale — (4 ) — Impairment of assets 4 — — Equity in earnings of subsidiaries (1,141 ) (673 ) (817 ) Depreciation and amortization 1 — — Stock-based compensation 38 31 34 Net change in income taxes 53 (81 ) (130 ) Net (increase) decrease in prepaid expenses and other assets (185 ) (10 ) 18 Net increase in accounts payable and other accrued liabilities 211 2 17 Net cash provided by (used in) operating activities 41 (109 ) (107 ) Cash Flows From Investing Activities: Purchases of investments available for sale — — (1 ) Net purchases of short-term investment activities (362 ) (117 ) (84 ) Cash proceeds from the Pacific Union Sale — 33 — Additions to notes receivable (200 ) — (13 ) Collection of notes receivable 209 33 49 Distributions from unconsolidated affiliates 2 2 1 Additional investments in unconsolidated affiliates — — (2 ) Net cash used in investing activities (351 ) (49 ) (50 ) Cash Flows From Financing Activities: Borrowings — 442 296 Debt service payments — (368 ) (530 ) Equity portion of debt conversions paid in cash — (142 ) (317 ) Dividends paid (344 ) (328 ) (278 ) Purchases of treasury stock (86 ) (20 ) (23 ) Exercise of stock options 39 19 31 Payment for shares withheld for taxes and in treasury (15 ) (9 ) (18 ) Cash transferred in the Black Knight spin-off — — (87 ) Cash transferred in the FNFV split-off — — (22 ) Other financing activity 5 (2 ) (1 ) Net dividends from subsidiaries 927 685 1,090 Net cash provided by financing activities 526 277 141 Net change in cash and cash equivalents 216 119 (16 ) Cash at beginning of year 349 230 246 Cash at end of year $ 565 $ 349 $ 230 SCHEDULE II FIDELITY NATIONAL FINANCIAL, INC. (Parent Company) NOTES TO FINANCIAL STATEMENTS A. Summary of Significant Accounting Policies Fidelity National Financial, Inc. transacts substantially all of its business through its subsidiaries. The Parent Company Financial Statements should be read in connection with the aforementioned Consolidated Financial Statements and Notes thereto included elsewhere herein. B. Notes Payable Notes payable consist of the following: December 31, 2019 2018 (In millions) 4.5% Notes, net of discount $ 443 $ 442 5.5% Notes, net of discount 398 398 Revolving credit facility (3 ) (4 ) $ 838 $ 836 C. Supplemental Cash Flow Information Year Ended December 31, 2019 2018 2017 (In millions) Cash paid during the year: Interest paid $ 44 $ 34 $ 54 Income tax payments 251 204 528 D. Cash Dividends Received We have received cash dividends from subsidiaries and affiliates of $ 0.5 billion , $ 0.4 billion , and $ 0.8 billion during the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and include our accounts as well as our wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Our investments in non-majority-owned partnerships and affiliates are accounted for using the equity method until such time that they become wholly or majority-owned. Earnings attributable to noncontrolling interests are recorded on the Consolidated Statements of Earnings relating to majority-owned subsidiaries with the appropriate noncontrolling interest that represents the portion of equity not related to our ownership interest recorded on the Consolidated Balance Sheets in each period. |
Investments | Fixed maturity securities are purchased to support our investment strategies, which are developed based on factors including rate of return, maturity, credit risk, duration, tax considerations and regulatory requirements. Fixed maturity securities which may be sold prior to maturity to support our investment strategies are carried at fair value and are classified as available for sale as of the balance sheet dates. Fair values for fixed maturity securities are principally a function of current market conditions and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. The interest method results in the recognition of a constant rate of return on the investment equal to the prevailing rate at the time of purchase or at the time of subsequent adjustments of book value. Changes in prepayment assumptions are accounted for retrospectively. Equity and preferred securities held are carried at fair value as of the balance sheet dates. Our equity and certain preferred securities are Level 1 financial assets and fair values are based on quoted prices in active markets. Other preferred stock holdings are Level 2 financial assets and are valued based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly. Investments in unconsolidated affiliates are recorded using the equity method of accounting. Other long-term investments consist of other investments and company-owned life insurance policies. Other investments are carried at fair value. See Note C Fair Value Measurements for further discussion of other investments. Company-owned life insurance policies are carried at cash surrender value. Short-term investments consist primarily of money market instruments, which are carried at fair value, and commercial paper, which have an original maturity of one year or less and are carried at amortized cost, which approximates fair value. Realized gains and losses on the sale of investments are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade date basis. Beginning January 1, 2018, unrealized gains or losses on equity and preferred securities are included in earnings. Unrealized gains or losses on fixed maturity securities (and equity and preferred securities prior to January 1, 2018) which are classified as available for sale, net of applicable deferred income tax expenses (benefits), are excluded from earnings and credited or charged directly to a separate component of equity. If any unrealized losses on available for sale securities are determined to be other-than-temporary, such unrealized losses are recognized as realized losses. Unrealized losses on fixed maturity securities are considered other-than-temporary if factors exist that cause us to believe that the value will not increase to a level sufficient to recover our cost basis. Some factors considered in evaluating whether or not a decline in fair value is other-than-temporary include: (i) our need and intent to sell the investment prior to a period of time sufficient to allow for a recovery in value; (ii) the duration and extent to which the fair value has been less than cost; and (iii) the financial condition and prospects of the issuer. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. See Note S. Recent Accounting Pronouncements for discussion of ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities which changed the accounting for unrealized gains and losses on equity and preferred securities. |
Cash and Cash Equivalents | Highly liquid instruments purchased as part of cash management with original maturities of three months or less are considered cash equivalents. The carrying amounts reported in the Consolidated Balance Sheets for these instruments approximate their fair value. |
Fair Value of Financial Instruments | The fair values of financial instruments presented in the Consolidated Financial Statements are estimates of the fair values at a specific point in time using available market information and appropriate valuation methodologies. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. |
Trade and Notes Receivable | The carrying values reported in the Consolidated Balance Sheets for trade and notes receivables approximate their fair value. Premium revenues from agency title operations are recognized when the underlying title order and transaction closing, if applicable, are complete and reported to us. Premium revenues from agency operations and related commissions include an accrual based on estimated historical transaction volume data for policies that have closed in a particular period in which premiums have not yet been reported to us. Historically, the time lag between the closing of these transactions by our agents and the reporting of these policies, or premiums, to us has been up to 15 months , with 89% - 94% reported within three months following closing, an additional 6% - 9% reported within the next three months and the remainder within seven to fifteen |
Goodwill | Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment analysis based on a review of qualitative factors to determine if events and circumstances exist which will lead to a determination that the fair value of a reporting unit is greater than its carrying amount, prior to performing a full fair-value assessment. |
Other Intangible Assets | We have other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames, and computer software, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In general, customer relationships are amortized over their estimated useful lives, generally ten years , using an accelerated method which takes into consideration expected customer attrition rates. Contractual relationships are generally amortized over their contractual life. Trademarks and tradenames are generally amortized over ten years . Capitalized software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life. Software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from five to ten years . For internal-use computer software products, internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Internal and external costs incurred during the application development stage are capitalized and amortized on a product by product basis commencing on the date the software is ready for its intended use. We do not capitalize any costs once the software is ready for its intended use. We recorded no impairment expense to other intangible assets during the year ended December 31, 2019 . We recorded $3 million and $1 million in impairment expense to other intangible assets during the years ended December 31, 2018 and 2017 , respectively. The impairment in 2018 primarily relates to an acquired customer relationship asset in our Title segment. The impairment in 2017 was for computer software at ServiceLink. Title Plants |
Property and Equipment | Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method based on the estimated useful lives of the related assets: twenty to thirty years for buildings and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the applicable lease or the estimated useful lives of such assets. Property and equipment are reviewed for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. |
Reserve for Title Claim Losses | Our reserve for title claim losses includes known claims as well as losses we expect to incur, net of recoupments. Each known claim is reserved based on our review as to the estimated amount of the claim and the costs required to settle the claim. Reserves for claims which are incurred but not reported are established at the time premium revenue is recognized based on historical loss experience and also take into consideration other factors, including industry trends, claim loss history, current legal environment, geographic considerations and the type of policy written. The reserve for title claim losses also includes reserves for losses arising from closing and disbursement functions due to fraud or operational error. If a loss is related to a policy issued by an independent agent, we may proceed against the independent agent pursuant to the terms of the agency agreement. In any event, we may proceed against third parties who are responsible for any loss under the title insurance policy under rights of subrogation. |
Secured Trust Deposits | In the state of Illinois, a trust company is permitted to commingle and invest customers’ assets with its own assets, pending completion of real estate transactions. |
Income Taxes | We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted. |
Reinsurance | In a limited number of situations, we limit our maximum loss exposure by reinsuring certain risks with other insurers. We also earn a small amount of additional income, which is reflected in our direct premiums, by assuming reinsurance for certain risks of other insurers. We cede a portion of certain policy and other liabilities under agent fidelity, excess of loss and case-by-case reinsurance agreements. Reinsurance agreements provide that in the event of a loss (including costs, attorneys’ fees and expenses) exceeding the retained amounts, the reinsurer is liable for the excess amount assumed. However, the ceding company remains primarily liable in the event the reinsurer does not meet its contractual obligations. |
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 were 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 year ended December 31, 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 |
Comprehensive Earnings (Loss) | We report Comprehensive earnings (loss) in accordance with GAAP on the Consolidated Statements of Comprehensive Earnings. Total comprehensive earnings are defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders. While total comprehensive earnings is the activity in a period and is largely driven by net earnings in that period, accumulated other comprehensive earnings or loss represents the cumulative balance of other comprehensive earnings, net of tax, as of the balance sheet date. Amounts reclassified to net earnings relate to the realized gains (losses) on our investments and other financial instruments, excluding investments in unconsolidated affiliates, and are included in Realized gains and losses, net on the Consolidated Statements of Earnings. |
Redeemable Noncontrolling Interest | As these redeemable noncontrolling interests provide for redemption features not solely within our control, we classify the redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interests held by third parties in subsidiaries owned or controlled by FNF is reported on the Consolidated Balance Sheet outside of permanent equity; and the Consolidated Statement of Earnings reflects the respective redeemable noncontrolling interests in Net earnings attributable to non-controlling interests, the effect of which is removed from the net earnings attributable to Fidelity National Financial, Inc. common shareholders. |
Earnings Per Share | Basic earnings per share, as presented on the Consolidated Statement of Earnings, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted earnings per share is equal to basic earnings per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain 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. Restricted stock, options or other instruments which provide the ability to acquire shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the years ended December 31, 2019 and 2018 , no antidilutive shares were outstanding. Basic and diluted earnings per share attributable to our former FNFV group common stock for the 2017 period were calculated using weighted average shares outstanding through the date of the FNFV Split-off, November 17, 2017. |
Stock-Based Compensation Plans | We account for stock-based compensation plans using the fair value method. Using the fair value method of accounting, compensation cost is measured based on the fair value of the award at the grant date, using the Black-Scholes Model, and recognized over the service period. |
Management Estimates | The preparation of these Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Certain Reclassifications | Certain reclassifications have been made in the 2018 and 2017 Consolidated Financial Statements to conform to classifications used in 2019 . These reclassifications have not changed net earnings or total equity, as previously reported. |
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 T. Revenue Recognition for further discussion of our revenue. 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 adopted Topic 842 on January 1, 2019 using a modified retrospective approach and recorded lease right-of-use assets ("Lease assets") of $421 million and liabilities for future discounted lease payment obligations ("Lease Liabilities") of $437 million at the date of adoption. The adoption also resulted in a decrease of $9 million and $25 million to our Prepaid expenses and other assets and Accounts payable and accrued liabilities, respectively. There was no impact to opening equity as a result of the adoption.We elected to apply the following package of practical expedients on a consistent basis permitting entities not to reassess: (i) whether any expired or existing contracts are or contain a lease; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. Other Pronouncements In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The primary amendments required by the ASU include: requiring equity investments with readily determinable fair values to be measured at fair value through net income rather than through other comprehensive income; allowing entities with equity investments without readily determinable fair values to report the investments at cost, adjusted for changes in observable prices, less impairment; requiring entities that elect the fair value option for financial liabilities to report the change in fair value attributable to instrument-specific credit risk in other comprehensive income; and clarifying that entities should assess the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with other deferred tax assets. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU requires a cumulative-effect adjustment of the balance sheet as of the beginning of the year of adoption. 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 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 and have retrospectively restated our Consolidated Statements of Cash Flows included herein. The adoption of this ASU resulted in the following retrospective changes to our Consolidated Statements of Cash Flows for the year ended December 31, 2017: an increase in the net change in cash and cash equivalents of $144 million due to the inclusion of the change in our cash pledged against secured trust deposits; an increase in cash provided by investing activities of $174 million related to the movement of cash paid/received for investments pledged against secured trust deposits from operating to investing activities; and an increase in cash used in financing activities of $30 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 In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). The amendments in this and the related ASUs 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. We are finalizing the effect this new guidance will have on our Consolidated Financial Statements and related disclosures. Based on our implementation analysis performed, we have concluded that the overall effect of Topic 326 is not expected to be material to the Consolidated Financial Statements upon adoption. We did not early adopt this 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. We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures and did not early adopt this standard. In December 2019, the FASB issued ASU 2019-12 Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) 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. |
Title Insurance Premiums Revenue Recognition | Our Direct title insurance premiums are recognized as revenue at a point-in-time upon of closing of the underlying real estate 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 state's 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 is primarily comprised of premiums recognized when the underlying title order and real estate transaction closing, if applicable, are complete and reported to us. Premium revenues from agency title operations also include an accrual for premiums which have not yet been reported to us, which is estimated based on historical information. Revenues from our home warranty business are generated from insurance 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 over the term of the contract. |
Revenue Recognition, Services, Real Estate 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 at a point-in-time upon closing of the underlying real estate transaction or completion and billing 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 at a point-in-time 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 | nterest 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. |
Revenue, Contract Balances | 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 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Table) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in the balance of Other comprehensive earnings (loss) by component are as follows: Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) Unrealized gain (loss) relating to investments in unconsolidated affiliates Unrealized (loss) gain on foreign currency translation and cash flow hedging Minimum pension liability adjustment Total Accumulated Other Comprehensive Earnings (Loss) (In millions) Balance December 31, 2017 $ 116 $ 11 $ (7 ) $ (9 ) $ 111 Adjustment for cumulative effect for adoption of ASU 2016-01 (109 ) — — — (109 ) Adoption of ASU 2018-02 (1 ) 3 — (2 ) — Other comprehensive earnings (11 ) 3 (8 ) 1 (15 ) Balance December 31, 2018 (5 ) 17 (15 ) (10 ) (13 ) Reclassification adjustments (5 ) (4 ) — — (9 ) Other comprehensive earnings 56 5 4 — 65 Balance December 31, 2019 $ 46 $ 18 $ (11 ) $ (10 ) $ 43 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Payments Under Operating Lease, Arrangements Accounted for Under ASC Topic 842 | Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2019 are as follows (in millions): 2020 $ 145 2021 121 2022 93 2023 64 2024 37 Thereafter 23 Total operating lease payments, undiscounted $ 483 Less: present value discount 41 Lease liability, at present value $ 442 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents our fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, 2019 and 2018 , respectively: December 31, 2019 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: U.S. government and agencies $ — $ 288 $ — $ 288 State and political subdivisions — 93 — 93 Corporate debt securities — 1,570 17 1,587 Foreign government bonds — 60 — 60 Mortgage-backed/asset-backed securities — 62 — 62 Preferred securities 65 258 — 323 Equity securities 810 — 1 811 Other long-term investments — — 120 120 Total $ 875 $ 2,331 $ 138 $ 3,344 December 31, 2018 Level 1 Level 2 Level 3 Total (In millions) Assets: Fixed-maturity securities available for sale: U.S. government and agencies $ — $ 225 $ — $ 225 State and political subdivisions — 148 — 148 Corporate debt securities — 1,486 17 1,503 Foreign government bonds — 62 — 62 Mortgage-backed/asset-backed securities — 60 — 60 Preferred securities 16 285 — 301 Equity securities 498 — — 498 Other long-term investments — — 101 101 Total $ 514 $ 2,266 $ 118 $ 2,898 |
Summary of Changes in Fair Values of Level 3 Assets Measured on a Recurring Basis | The following table presents a summary of the changes in fair values of Level 3 assets, measured on a recurring basis, for the years ended December 31, 2019 and 2018 : Other long-term Equity Corporate debt investments securities securities Total (In millions) Fair value, December 31, 2017 $ — $ — $ — $ — Fair value of assets associated with the adoption of ASU 2016-01 (1) 100 — — 100 Transfers from Level 2 — — 17 17 Paid-in-kind dividends (2) 7 — — 7 Purchases — — 1 1 Net change in fair value included in earnings (3) (6 ) — — (6 ) Net unrealized loss included in other comprehensive (loss) earnings — — (1 ) (1 ) Fair value, December 31, 2018 $ 101 $ — $ 17 $ 118 Transfers to Level 2 — — (6 ) (6 ) Paid-in-kind dividends (2) 8 — 1 9 Purchases — — 7 7 Net change in fair value included in earnings (3) 11 1 (2 ) 10 Fair value, December 31, 2019 $ 120 $ 1 $ 17 $ 138 ___________________________________________ (1) See Note S. Recent Accounting Pronouncements for further discussion. (2) Included in Interest and investment income on the Consolidated Statements of Earnings. (3) Included in Realized gains and losses, net on the Consolidated Statements of Earnings. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Carrying Amount and Fair Values of Available-for-sale Securities | The cost basis and fair values of our available for sale securities at December 31, 2019 and 2018 are as follows: December 31, 2019 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity investments available for sale: U.S. government and agencies $ 288 $ 282 $ 7 $ (1 ) $ 288 States and political subdivisions 93 90 3 — 93 Corporate debt securities 1,587 1,536 54 (3 ) 1,587 Foreign government bonds 60 61 1 (2 ) 60 Mortgage-backed/asset-backed securities 62 60 2 — 62 Total $ 2,090 $ 2,029 $ 67 $ (6 ) $ 2,090 December 31, 2018 Carrying Value Cost Basis Unrealized Gains Unrealized Losses Fair Value (In millions) Fixed maturity investments available for sale: U.S. government and agencies $ 225 $ 226 $ 1 $ (2 ) $ 225 States and political subdivisions 148 147 1 — 148 Corporate debt securities 1,503 1,510 6 (13 ) 1,503 Foreign government bonds 62 67 — (5 ) 62 Mortgage-backed/asset-backed securities 60 59 1 — 60 Total $ 1,998 $ 2,009 $ 9 $ (20 ) $ 1,998 |
Information Regarding Contractual Maturities of Fixed Maturity Securities | The following table presents certain information regarding contractual maturities of our fixed maturity securities at December 31, 2019 : December 31, 2019 Maturity Amortized Cost % of Total Fair Value % of Total (Dollars in millions) One year or less $ 341 16.8 % $ 341 16.3 % After one year through five years 1,093 53.9 1,117 53.4 After five years through ten years 403 19.8 424 20.3 After ten years 132 6.5 146 7.0 Mortgage-backed/asset-backed securities 60 3.0 62 3.0 $ 2,029 100.0 % $ 2,090 100.0 % |
Schedule of Net Unrealized Losses on Investment Securities, Related Fair Value Aggregated by Investment Category | 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 be en in a continuous unrealized loss position at December 31, 2019 and 2018 are as follows (in millions): December 31, 2019 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 98 $ (2 ) $ 51 $ (1 ) 149 $ (3 ) U.S. government and agencies 62 (1 ) — — 62 (1 ) Foreign government bonds — — 33 (2 ) 33 (2 ) Total temporarily impaired securities $ 160 $ (3 ) $ 84 $ (3 ) $ 244 $ (6 ) December 31, 2018 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 661 $ (8 ) $ 301 $ (5 ) $ 962 $ (13 ) U.S. government and agencies 71 (1 ) 117 (1 ) 188 (2 ) Foreign government bonds 52 (3 ) 10 (2 ) 62 (5 ) Total temporarily impaired securities $ 784 $ (12 ) $ 428 $ (8 ) $ 1,212 $ (20 ) |
Realized Gains and Losses and Proceeds From Sales on Investments and Other Assets | The following table presents realized gains and losses on investments and other assets and proceeds from the sale or maturity of investments and other assets for the years ended December 31, 2019 , 2018 , and 2017 , respectively: Year ended December 31, 2019 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 4 $ (9 ) $ (5 ) $ 614 Preferred stock 1 — 1 55 Equity securities 10 — 10 160 Valuation gain on equity securities (1) 299 — Valuation gain on preferred securities (1) 17 — Valuation of other long term investments (1) 11 — Impairment of lease assets (8 ) — Other realized gains and losses, net (7 ) — Total $ 318 $ 829 (1) See discussion of adoption of ASU 2016-01 in Note S. Recent Accounting Pronouncements Year ended December 31, 2018 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 6 $ (4 ) $ 2 $ 838 Preferred stock 1 — 1 60 Equity securities 5 (21 ) (16 ) 298 Valuation loss on equity securities (1) (71 ) — Valuation loss on preferred securities (1) (24 ) — Property and equipment 5 21 Asset impairments (7 ) — Pacific Union Sale 4 47 Other realized gains and losses, net (3 ) — Total $ (109 ) $ 1,264 (1) See discussion of adoption of ASU 2016-01 in Note S. Recent Accounting Pronouncements Year ended December 31, 2017 Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) Gross Proceeds from Sale/Maturity (In millions) Fixed maturity securities available for sale $ 7 $ (8 ) $ (1 ) $ 968 Preferred stock available for sale — — — 10 Other long-term investments 9 21 Loss on debt conversions (6 ) — Property, plant and equipment 2 4 Other intangible assets (1 ) — Other realized gains and losses, net (1 ) — Total $ 2 $ 1,003 |
Interest and Investment Income | Interest and investment income consists of the following: Year Ended December 31, 2019 2018 2017 (In millions) Tax-deferred property exchange income $ 72 $ 65 $ 31 Fixed maturity securities available for sale 70 55 61 Equity securities and preferred stock available for sale 34 34 28 Cash and cash equivalents 22 12 3 Short-term investments 14 8 4 Other 13 3 4 Total $ 225 $ 177 $ 131 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consists of the following: December 31, 2019 2018 (In millions) Furniture, fixtures and equipment $ 222 $ 217 Data processing equipment 174 157 Leasehold improvements 102 87 Buildings 85 84 Land 16 19 Other 5 3 Total property and equipment, gross 604 567 Accumulated depreciation and amortization (428 ) (403 ) Total property and equipment, net $ 176 $ 164 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill 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 18 3 21 Adjustments to prior year acquisitions 12 2 14 Pacific Union Sale — (52 ) (52 ) Impairment — (3 ) (3 ) Balance, December 31, 2018 $ 2,462 $ 264 $ 2,726 Adjustments to prior year acquisitions — 1 1 Balance, December 31, 2019 $ 2,462 $ 265 $ 2,727 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Operations Included in Discontinued Operations | A summary of the operations of FNFV included in discontinued operations is shown below: Year Ended December 31, 2017 Revenues: (in millions) Escrow, title-related and other fees $ 111 Restaurant revenue 981 Interest and investment income 5 Realized gains and losses, net 277 Total revenues 1,374 Expenses: Personnel costs 148 Other operating expenses 94 Cost of restaurant revenue 861 Depreciation and amortization 51 Interest expense 9 Total expenses 1,163 Earnings from discontinued operations before income taxes 211 Income tax expense 103 Earnings from continuing operations before equity in losses of unconsolidated affiliates 108 Equity in losses of unconsolidated affiliates (12 ) Net earnings from discontinued operations 96 Less: Net losses attributable to non-controlling interests (13 ) Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 109 Cash flow from discontinued operations data: Net cash used in operations $ (134 ) Net cash used in investing activities (11 ) A summary of the operations of Black Knight included in discontinued operations is shown below: Year Ended December 31, 2017 Revenues: (in millions) Escrow, title-related and other fees $ 745 Realized gains and losses, net (13 ) Total revenues 732 Expenses: Personnel costs 292 Other operating expenses 145 Depreciation and amortization 154 Interest expense 42 Total expenses 633 Earnings from discontinued operations before income taxes 99 Income tax expense 40 Net earnings from discontinued operations 59 Less: Net earnings attributable to non-controlling interests 36 Net earnings attributable to Fidelity National Financial, Inc. common shareholders $ 23 Cash flow from discontinued operations data: Net cash provided by operations $ 240 Net cash used in investing activities (46 ) |
Reconciliation of Net Earnings of Discontinued Operations to the Statement of Operations | A reconciliation of the net earnings of Black Knight and FNFV to the Statement of Operations is shown below: Year Ended December 31, 2017 (in millions) Earnings from discontinued operations attributable to Black Knight $ 59 Earnings from discontinued operations attributable to FNFV 96 Total earnings from discontinued operations, net of tax $ 155 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets | Other intangible assets consist of the following: December 31, 2019 2018 (In millions) Customer relationships and contracts $ 758 $ 827 Computer software 421 385 Trademarks and tradenames 65 64 Other 23 27 1,267 1,303 Accumulated amortization (845 ) (790 ) $ 422 $ 513 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and other accrued liabilities consist of the following: December 31, 2019 2018 (In millions) Salaries and incentives $ 341 $ 295 Accrued benefits 289 245 Deferred revenue 111 105 Contingent consideration - acquisitions 17 39 Trade accounts payable 44 35 Accrued recording fees and transfer taxes 10 20 Accrued premium taxes 26 19 Other accrued liabilities 256 198 $ 1,094 $ 956 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following: December 31, 2019 2018 (In millions) 4.50% Notes, net of discount $ 443 $ 442 5.50% Notes, net of discount 398 398 Revolving credit facility (3 ) (4 ) $ 838 $ 836 |
Schedule of Maturities of Notes Payable | Gross principal maturities of notes payable at December 31, 2019 are as follows (in millions): 2020 $ — 2021 — 2022 400 2023 — 2024 — Thereafter 450 $ 850 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income tax expense (benefit) on continuing operations consists of the following: Year Ended December 31, 2019 2018 2017 (In millions) Current $ 268 $ 64 $ 476 Deferred 40 56 (241 ) $ 308 $ 120 $ 235 |
Schedule of Components of Income Tax Expense (Benefit) | Total income tax expense was allocated as follows (in millions): Year Ended December 31, 2019 2018 2017 Net earnings from continuing operations $ 308 $ 120 $ 235 Tax expense attributable to net earnings from discontinued operations — — 144 Other comprehensive earnings (loss): Unrealized gain (loss) on investments and other financial instruments 16 (3 ) 25 Unrealized gain (loss) on foreign currency translation and cash flow hedging 1 (2 ) 4 Minimum pension liability adjustment — — 3 Total income tax expense (benefit) allocated to other comprehensive earnings 17 (5 ) 32 Total income taxes $ 325 $ 115 $ 411 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory rate to our effective tax rate is as follows: Year Ended December 31, 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal benefit 1.7 3.1 1.8 Deductible dividends paid to FNF 401(k) plan (0.1 ) (0.1 ) (0.2 ) Tax exempt interest income — (0.1 ) (0.4 ) Stock compensation (0.8 ) (0.5 ) (1.4 ) Tax Credits (0.1 ) (0.2 ) (0.1 ) Consolidated Partnerships (0.2 ) (0.2 ) — Tax reform — (7.1 ) (10.7 ) Non-deductible expenses and other, net 1.0 0.2 3.2 Effective tax rate 22.5 % 16.1 % 27.2 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 consist of the following: December 31, 2019 2018 (In millions) Deferred Tax Assets: Employee benefit accruals $ 71 $ 64 Net operating loss carryforwards 3 7 Accrued liabilities 3 7 Allowance for uncollectible accounts receivable 4 4 Pension plan 3 2 Tax credits 39 41 State income taxes 3 3 Investment securities — 3 Other 9 1 Total gross deferred tax asset 135 132 Less: valuation allowance 25 22 Total deferred tax asset $ 110 $ 110 Deferred Tax Liabilities: Title plant $ (55 ) $ (55 ) Amortization of goodwill and intangible assets (113 ) (113 ) Other investments (6 ) (6 ) Other (11 ) (23 ) Investment securities (75 ) — Depreciation (12 ) (11 ) Partnerships (54 ) (68 ) Insurance reserve discounting (68 ) (61 ) Total deferred tax liability $ (394 ) $ (337 ) Net deferred tax liability $ (284 ) $ (227 ) |
Summary of Reserve for Claim _2
Summary of Reserve for Claim Losses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Insurance [Abstract] | |
Summary of Reserve for Claim Losses | A summary of the reserve for claim losses follows: Year Ended December 31, 2019 2018 2017 (Dollars in millions) Beginning balance $ 1,488 $ 1,490 $ 1,487 Change in reinsurance recoverable 1 — (4 ) Claim loss provision related to: Current year 240 221 219 Prior years — — 19 Total title claim loss provision 240 221 238 Claims paid, net of recoupments related to: Current year (11 ) (10 ) (8 ) Prior years (209 ) (213 ) (223 ) Total title claims paid, net of recoupments (220 ) (223 ) (231 ) Ending balance of claim loss reserve for title insurance $ 1,509 $ 1,488 $ 1,490 Provision for title insurance claim losses as a percentage of title insurance premiums 4.5 % 4.5 % 4.9 % |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Stock Options Transactions | FNF stock option transactions under the Omnibus Plan for 2019 , 2018 , and 2017 are as follows: Options Weighted Average Exercise Price Exercisable Balance, December 31, 2016 7,481,683 $ 27.38 5,821,592 Options issued as make-whole adjustment for BK Distribution 2,375,111 20.32 Exercised (1,313,061 ) 18.38 Canceled (14,306 ) 24.49 Balance, December 31, 2017 8,529,427 $ 20.38 7,648,837 Exercised (985,640 ) 19.09 Balance, December 31, 2018 7,543,787 $ 20.55 7,530,137 Exercised (2,009,112 ) 19.61 Canceled (4,550 ) 25.34 Balance, December 31, 2019 5,530,125 $ 20.88 5,530,125 |
Schedule of Restricted Stock Transactions | FNF restricted stock transactions under the Omnibus Plan in 2019 , 2018 , and 2017 are as follows: Shares Weighted Average Grant Date Fair Value Balance, December 31, 2016 1,471,673 $ 33.79 Granted 828,818 37.12 Restricted stock issued as make-whole adjustment for BK Distribution 545,676 24.62 Canceled (11,233 ) 24.52 Vested (995,873 ) 23.98 Balance, December 31, 2017 1,839,061 $ 30.58 Granted 912,694 32.32 Canceled (15,201 ) 29.49 Vested (915,316 ) 28.80 Balance, December 31, 2018 1,821,238 $ 32.35 Granted 640,698 45.84 Canceled (14,937 ) 31.94 Vested (929,823 ) 30.98 Balance, December 31, 2019 1,517,176 $ 38.90 |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information related to stock options outstanding and exercisable as of December 31, 2019 : Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Remaining Average Remaining Average Range of Number of Contractual Exercise Intrinsic Number of Contractual Exercise Intrinsic Exercise Prices Options Life Price Value Options Life Price Value (In years) (In millions) (In years) (In millions) $0.00 - $17.76 2,870,481 0.89 $ 17.76 $ 79 2,870,481 0.89 $ 17.76 $ 79 $17.77 - $21.84 918,236 1.84 21.84 22 918,236 1.84 21.84 22 $21.85 - $25.53 1,741,408 2.83 25.53 35 1,741,408 2.83 25.53 35 5,530,125 $ 136 5,530,125 $ 136 |
Supplementary Cash Flow Infor_2
Supplementary Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following supplemental cash flow information is provided with respect to interest and tax payments, as well as certain non-cash investing and financing activities. Year Ended December 31, 2019 2018 2017 (In millions) Cash paid during the year: Interest $ 44 $ 34 $ 102 Income taxes 251 204 528 Non-cash investing and financing activities: Change in proceeds of sales of investments available for sale receivable in period $ 1 $ (3 ) $ 3 Change in purchases of investments available for sale payable in period (1 ) (2 ) (9 ) Change in treasury stock purchases payable in period (1 ) 1 — Change in accrued dividends payable in period 2 2 (1 ) Lease liabilities recognized in exchange for lease right-of-use assets 36 — — Remeasurement of lease liabilities 101 — — Liabilities assumed in connection with acquisitions: Fair value of assets acquired $ 1 $ 50 $ 595 Less: Total purchase price 1 33 481 Liabilities and noncontrolling interests assumed $ — $ 17 $ 114 |
Financial Instruments with Of_2
Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedules of Title Insurance Premiums as a Percentage of Total Title Insurance Premiums Written | We generate a significant amount of title insurance premiums in Texas, California, Florida and New York. Title insurance premiums as a percentage of the total title insurance premiums written from those four states are detailed as follows: 2019 2018 2017 California 14.3 % 13.9 % 14.5 % Texas 13.8 % 14.4 % 14.2 % Florida 9.2 % 8.8 % 8.0 % New York 5.8 % 6.3 % 6.3 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | As of and for the year ended December 31, 2019 : Title Corporate and Other Total FNF (In millions) Title premiums $ 5,342 $ — $ 5,342 Other revenues 2,389 195 2,584 Revenues from external customers 7,731 195 7,926 Interest and investment income, including realized gains and losses 528 15 543 Total revenues 8,259 210 8,469 Depreciation and amortization 154 24 178 Interest expense — 47 47 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 1,536 (167 ) 1,369 Income tax expense (benefit) 363 (55 ) 308 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 1,173 (112 ) 1,061 Equity in earnings of unconsolidated affiliates 13 2 15 Earnings (loss) from continuing operations $ 1,186 $ (110 ) $ 1,076 Assets $ 9,071 $ 1,606 $ 10,677 Goodwill 2,462 265 2,727 As of and for the year ended December 31, 2018 : Title Corporate and Other Total FNF (In millions) Title premiums $ 4,911 $ — $ 4,911 Other revenues 2,204 411 2,615 Revenues from external customers 7,115 411 7,526 Interest and investment income, including realized gains and losses 60 8 68 Total revenues 7,175 419 7,594 Depreciation and amortization 154 28 182 Interest expense — 43 43 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 876 (126 ) 750 Income tax expense (benefit) 163 (43 ) 120 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 713 (83 ) 630 Equity in earnings of unconsolidated affiliates 4 1 5 Earnings (loss) from continuing operations $ 717 $ (82 ) $ 635 Assets $ 8,391 $ 910 $ 9,301 Goodwill 2,462 264 2,726 As of and for the year ended December 31, 2017 : Title Corporate and Other Total FNF (In millions) Title premiums $ 4,893 $ — $ 4,893 Other revenues 2,181 456 2,637 Revenues from external customers 7,074 456 7,530 Interest and investment income, including realized gains and losses 137 (4 ) 133 Total revenues 7,211 452 7,663 Depreciation and amortization 159 24 183 Interest expense — 48 48 Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates 955 (91 ) 864 Income tax expense (benefit) 274 (39 ) 235 Earnings (loss) from continuing operations, before equity in earnings of unconsolidated affiliates 681 (52 ) 629 Equity in earnings of unconsolidated affiliates 10 — 10 Earnings (loss) from continuing operations $ 691 $ (52 ) $ 639 Assets $ 8,405 $ 746 $ 9,151 Goodwill 2,432 314 2,746 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue consists of: Year ended December 31, 2019 2018 Revenue Stream Income Statement Classification Segment Total Revenue Revenue from insurance contracts: (in millions) Direct title insurance premiums Direct title insurance premiums Title $ 2,381 $ 2,221 Agency title insurance premiums Agency title insurance premiums Title 2,961 2,690 Home warranty Escrow, title-related and other fees Title 177 182 Total revenue from insurance contracts 5,519 5,093 Revenue from contracts with customers: Escrow fees Escrow, title-related and other fees Title 899 826 Other title-related fees and income Escrow, title-related and other fees Title 639 600 ServiceLink, excluding title premiums, escrow fees, and subservicing fees Escrow, title-related and other fees Title 389 379 Real estate brokerage Escrow, title-related and other fees Corporate and other 39 316 Real estate technology Escrow, title-related and other fees Corporate and other 110 101 Other Escrow, title-related and other fees Corporate and other 46 (6 ) Total revenue from contracts with customers 2,122 2,216 Other revenue: Loan subservicing revenue Escrow, title-related and other fees Title 285 217 Interest and investment income Interest and investment income Various 225 177 Realized gains and losses, net Realized gains and losses, net Various 318 (109 ) Total revenues Total revenues 8,469 7,594 |
Contract Balances | The following table provides information about trade receivables and deferred revenue: December 31, 2019 December 31, 2018 (In millions) Trade receivables $ 321 $ 284 Deferred revenue (contract liabilities) 111 105 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Recent Developments (Details) | Feb. 07, 2020$ / shares | Sep. 12, 2019USD ($) | Sep. 11, 2019USD ($) | Jun. 12, 2019USD ($) | Nov. 17, 2017USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 05, 2019USD ($) | Feb. 07, 2019USD ($) |
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Other operating expenses | $ 1,681,000,000 | $ 1,801,000,000 | $ 1,781,000,000 | ||||||||
Proceeds from repayment of Cannae Holdings Inc. note receivable | 200,000,000 | $ 0 | $ 0 | ||||||||
Revolving Credit Facility | |||||||||||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Revolver note issued aggregate principal (up to) | $ 100,000,000 | $ 100,000,000 | |||||||||
Matures on anniversary of the date of the revolver note (in years) | 5 years | 5 years | |||||||||
Automatic extension for additional term (in years) | 5 years | 5 years | |||||||||
Revolving Credit Facility | Affiliated Entity | Borrowing Under Line Of Credit | |||||||||||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Borrowing by Cannae under revolver | $ 0 | $ 100,000,000 | $ 100,000,000 | ||||||||
Proceeds from repayment of Cannae Holdings Inc. note receivable | $ 100,000,000 | $ 100,000,000 | |||||||||
LIBOR | Revolving Credit Facility | |||||||||||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Basis spread on variable rate (as percent) | 4.50% | 4.50% | |||||||||
Stewart Information Services Corporation | |||||||||||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Other operating expenses | $ 50,000,000 | ||||||||||
FGL Holdings | Subsequent Event | |||||||||||
Organization, Consolidation, and Presentation of FInancial Statements [Line Items] | |||||||||||
Consideration, cash paid per acquiree share (in usd per share) | $ / shares | $ 12.50 | ||||||||||
Stock Consideration (in shares) | 0.2558 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Trade and Notes Receivable (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue Recognition, Milestone Method [Line Items] | |||
Accrual for agency premiums, time lag period | 15 months | ||
Agent commission split rate | 76.30% | 76.50% | 76.70% |
Premiums receivable, net of accrued sales commissions | $ 46 | $ 44 | |
Minimum | |||
Revenue Recognition, Milestone Method [Line Items] | |||
Premiums, percent reported within 3 months | 89.00% | ||
Premiums, percent reported in 4-6 months | 6.00% | ||
Maximum | |||
Revenue Recognition, Milestone Method [Line Items] | |||
Premiums, percent reported within 3 months | 94.00% | ||
Premiums, percent reported in 4-6 months | 9.00% |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Impairment | $ 0 | $ 3,000,000 | $ 0 |
Business and Summary of Signi_7
Business and Summary of Significant Accounting Policies - Other Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment of other intangible assets | $ 0 | $ 3,000,000 | $ 1,000,000 |
Title plants | |||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Impairment expense | $ 1,000,000 | $ 0 | $ 0 |
Customer relationships and contracts | |||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 10 years | ||
Trademarks and tradenames | |||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 10 years | ||
Software and Software Development Costs | Minimum | |||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 5 years | ||
Software and Software Development Costs | Maximum | |||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Useful life (in years) | 10 years |
Business and Summary of Signi_8
Business and Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | Building | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 20 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Maximum | Building | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 30 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 25 years |
Business and Summary of Signi_9
Business and Summary of Significant Accounting Policies - Secured Trust Deposits (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Deposits | $ 791 | $ 822 |
Business and Summary of Sign_10
Business and Summary of Significant Accounting Policies - Discontinued Operations (Details) shares in Millions | Nov. 17, 2017$ / shares | Sep. 29, 2017shares | Dec. 31, 2019$ / shares | Dec. 31, 2018$ / 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 | |
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 entityreceived for each outstanding share redeemed | 1 | |||
FNF | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of shares of newly formed entityreceived for each outstanding share redeemed | 1 | |||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | BK Distribution | ||||
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 | |||
Common stock shares received per common stock shares owned | 0.30663 |
Business and Summary of Sign_11
Business and Summary of Significant Accounting Policies - Schedule of Changes in Other Comprehensive Earnings (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | $ 4,630 | |
Reclassification adjustments | (9) | $ (109) |
Other comprehensive earnings | 65 | (15) |
Stockholders' equity attributable to parent, ending balance | 5,382 | 4,630 |
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) | ||
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | (5) | 116 |
Reclassification adjustments | (5) | (109) |
Adoption of ASU 2018-02 | (1) | |
Other comprehensive earnings | 56 | (11) |
Stockholders' equity attributable to parent, ending balance | 46 | (5) |
Unrealized gain (loss) relating to investments in unconsolidated affiliates | ||
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | 17 | 11 |
Reclassification adjustments | (4) | 0 |
Adoption of ASU 2018-02 | 3 | |
Other comprehensive earnings | 5 | 3 |
Stockholders' equity attributable to parent, ending balance | 18 | 17 |
Unrealized (loss) gain on foreign currency translation and cash flow hedging | ||
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | (15) | (7) |
Reclassification adjustments | 0 | 0 |
Adoption of ASU 2018-02 | 0 | |
Other comprehensive earnings | 4 | (8) |
Stockholders' equity attributable to parent, ending balance | (11) | (15) |
Minimum pension liability adjustment | ||
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | (10) | (9) |
Reclassification adjustments | 0 | 0 |
Adoption of ASU 2018-02 | (2) | |
Other comprehensive earnings | 0 | 1 |
Stockholders' equity attributable to parent, ending balance | (10) | (10) |
Total Accumulated Other Comprehensive Earnings (Loss) | ||
AOCI Attributable to Parent, Net of Tax | ||
Stockholders' equity attributable to parent, beginning balance | (13) | 111 |
Adoption of ASU 2018-02 | 0 | |
Stockholders' equity attributable to parent, ending balance | $ 43 | $ (13) |
Business and Summary of Sign_12
Business and Summary of Significant Accounting Policies - Redeemable Non-controlling Interest (Details) - USD ($) $ in Millions | Jan. 02, 2014 | Dec. 31, 2019 | Dec. 31, 2015 |
Noncontrolling Interest [Line Items] | |||
Redeemable noncontrolling interest at initial value | $ 344 | ||
Thomas H. Lee Partners, LP and Affiliates | |||
Noncontrolling Interest [Line Items] | |||
Period with no public offering for put option (in years) | 4 years | ||
Thomas H. Lee Partners, LP and Affiliates | Black Knight Financial Services, Inc. | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest percent | 35.00% | ||
Thomas H. Lee Partners, LP and Affiliates | Black Knight Financial Services, Inc. | ServiceLink | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest percent | 35.00% | 21.00% | |
Redeemable noncontrolling interest fair value | $ 176 |
Business and Summary of Sign_13
Business and Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Nov. 17, 2017 | Jun. 25, 2013 | Nov. 30, 2017 | Dec. 31, 2019USD ($)renew | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Operating leases weighted average remaining lease term | 4 years 2 months 12 days | |||||
Options to renew | renew | 1 | |||||
Weighted average discount rate, percent | 4.23% | |||||
Operating lease costs | $ 146 | |||||
Rent expense, net | $ 150 | $ 144 | ||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Operating leases term | 1 year | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Operating leases term | 10 years | |||||
LIBOR | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as percent) | 4.50% | 4.50% | ||||
LIBOR | Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as percent) | 1.40% | 1.40% | ||||
LIBOR | Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as percent) | 0.10% | |||||
LIBOR | Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (as percent) | 0.60% |
Leases - Future Payments Under
Leases - Future Payments Under Operating Lease Arrangements Accounted For Under ASC Topic 842 (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 145 | |
2021 | 121 | |
2022 | 93 | |
2023 | 64 | |
2024 | 37 | |
Thereafter | 23 | |
Total operating lease payments, undiscounted | 483 | |
Less: present value discount | 41 | |
Lease liability, at present value | $ 442 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets Measured at Fair Value on recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | $ 2,090 | $ 1,998 |
Total investments at fair value | 3,344 | 2,898 |
U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 288 | 225 |
States and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 93 | 148 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 1,587 | 1,503 |
Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 60 | 62 |
Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 62 | 60 |
Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 323 | 301 |
Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 811 | 498 |
Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 120 | 101 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments at fair value | 875 | 514 |
Level 1 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 1 | States and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 1 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 1 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 1 | Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 65 | 16 |
Level 1 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 810 | 498 |
Level 1 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments at fair value | 2,331 | 2,266 |
Level 2 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 288 | 225 |
Level 2 | States and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 93 | 148 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 1,570 | 1,486 |
Level 2 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 60 | 62 |
Level 2 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 62 | 60 |
Level 2 | Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 258 | 285 |
Level 2 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 0 | 0 |
Level 2 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total investments at fair value | 138 | 118 |
Level 3 | U.S. government and agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 3 | States and political subdivisions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 17 | 17 |
Level 3 | Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 3 | Mortgage-backed/asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed-maturity securities available for sale | 0 | 0 |
Level 3 | Preferred securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 0 | 0 |
Level 3 | Equity securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | 1 | 0 |
Level 3 | Other long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred securities, equity securities, and other long term investments | $ 120 | $ 101 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2019firmprice |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of firms utilized | 1 |
Number of prices relied upon | price | 1 |
Number of firms | 1 |
Discount Rate | Minimum | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value, discount rate | 0.068 |
Discount Rate | Maximum | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value, discount rate | 0.074 |
Discount Rate | Weighted Average | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value, discount rate | 0.070 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, at beginning of period | $ 118 | $ 0 | |
Transfers from Level 2 | 17 | ||
Transfers to Level 2 | (6) | ||
Paid-in-kind dividends | 9 | 7 | |
Purchases | 7 | 1 | |
Net change in fair value included in earnings | 10 | (6) | |
Net unrealized loss included in other comprehensive (loss) earnings | (1) | ||
Fair Value, at end of period | 138 | 118 | |
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 | ||
Other long-term investments | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, at beginning of period | 101 | 0 | |
Fair value of assets associated with the adoption of ASU 2016-01 | 100 | ||
Transfers from Level 2 | 0 | ||
Transfers to Level 2 | 0 | ||
Paid-in-kind dividends | 8 | 7 | |
Purchases | 0 | 0 | |
Net change in fair value included in earnings | 11 | (6) | |
Net unrealized loss included in other comprehensive (loss) earnings | 0 | ||
Fair Value, at end of period | 120 | 101 | |
Equity securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, at beginning of period | 0 | 0 | |
Fair value of assets associated with the adoption of ASU 2016-01 | 0 | ||
Transfers from Level 2 | 0 | ||
Transfers to Level 2 | 0 | ||
Paid-in-kind dividends | 0 | 0 | |
Purchases | 0 | 0 | |
Net change in fair value included in earnings | 1 | 0 | |
Net unrealized loss included in other comprehensive (loss) earnings | 0 | ||
Fair Value, at end of period | 1 | 0 | |
Corporate debt securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, at beginning of period | 17 | 0 | |
Fair value of assets associated with the adoption of ASU 2016-01 | $ 0 | ||
Transfers from Level 2 | 17 | ||
Transfers to Level 2 | (6) | ||
Paid-in-kind dividends | 1 | 0 | |
Purchases | 7 | 1 | |
Net change in fair value included in earnings | (2) | 0 | |
Net unrealized loss included in other comprehensive (loss) earnings | (1) | ||
Fair Value, at end of period | $ 17 | $ 17 |
Investments - Carrying Amount a
Investments - Carrying Amount and Fair Values of Available for Sale Securities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | $ 2,090 | $ 1,998 |
Cost Basis | 2,029 | 2,009 |
Unrealized Gains | 67 | 9 |
Unrealized Losses | (6) | (20) |
U.S. government and agencies | ||
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | 288 | 225 |
Cost Basis | 282 | 226 |
Unrealized Gains | 7 | 1 |
Unrealized Losses | (1) | (2) |
States and political subdivisions | ||
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | 93 | 148 |
Cost Basis | 90 | 147 |
Unrealized Gains | 3 | 1 |
Unrealized Losses | 0 | 0 |
Corporate debt securities | ||
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | 1,587 | 1,503 |
Cost Basis | 1,536 | 1,510 |
Unrealized Gains | 54 | 6 |
Unrealized Losses | (3) | (13) |
Foreign government bonds | ||
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | 60 | 62 |
Cost Basis | 61 | 67 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (2) | (5) |
Mortgage-backed/asset-backed securities | ||
Fixed maturity investments available for sale: | ||
Carrying Value, debt securities | 62 | 60 |
Cost Basis | 60 | 59 |
Unrealized Gains | 2 | 1 |
Unrealized Losses | $ 0 | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Other than temporary impairment investments | $ 8,000,000 | $ 3,000,000 | $ 1,000,000 |
Amounts held with previously recognized other than temporary impairments | 9,000,000 | 0 | |
Debt Securities | |||
Schedule of Equity Method Investments [Line Items] | |||
Change in net unrealized holding gain (loss) before taxes | 72,000,000 | (21,000,000) | $ (1,000,000) |
Amount deposited with governmental authorities | $ 94,000,000 | $ 122,000,000 |
Investments - Maturity of Fixed
Investments - Maturity of Fixed Maturity Securities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Amortized Cost: | ||
One year or less | $ 341 | |
After one year through five years | 1,093 | |
After five years through ten years | 403 | |
After ten years | 132 | |
Mortgage-backed/asset-backed securities | 60 | |
Cost Basis | $ 2,029 | $ 2,009 |
Amortized Cost, % of Total: | ||
One year or less | 16.80% | |
After one year through five years | 53.90% | |
After five years through ten years | 19.80% | |
After ten years | 6.50% | |
Mortgage-backed/asset-backed securities | 3.00% | |
Total amortized cost | 100.00% | |
Fair Value: | ||
One year or less | $ 341 | |
After one year through five years | 1,117 | |
After five years through ten years | 424 | |
After ten years | 146 | |
Mortgage-backed/asset-backed securities | 62 | |
Carrying Value, debt securities | $ 2,090 | $ 1,998 |
Fair Value, % of Total: | ||
One year or less | 16.30% | |
After one year through five years | 53.40% | |
After five years through ten years | 20.30% | |
After ten years | 7.00% | |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | ||
Less than 12 Months | $ 160 | $ 784 |
12 Months or Longer | 84 | 428 |
Total | 244 | 1,212 |
Unrealized Losses: | ||
Less than 12 Months | (3) | (12) |
12 Months or Longer | (3) | (8) |
Total | (6) | (20) |
Corporate debt securities | ||
Fair Value | ||
Less than 12 Months | 98 | 661 |
12 Months or Longer | 51 | 301 |
Total | 149 | 962 |
Unrealized Losses: | ||
Less than 12 Months | (2) | (8) |
12 Months or Longer | (1) | (5) |
Total | (3) | (13) |
U.S. government and agencies | ||
Fair Value | ||
Less than 12 Months | 62 | 71 |
12 Months or Longer | 0 | 117 |
Total | 62 | 188 |
Unrealized Losses: | ||
Less than 12 Months | (1) | (1) |
12 Months or Longer | 0 | (1) |
Total | (1) | (2) |
Foreign government bonds | ||
Fair Value | ||
Less than 12 Months | 0 | 52 |
12 Months or Longer | 33 | 10 |
Total | 33 | 62 |
Unrealized Losses: | ||
Less than 12 Months | 0 | (3) |
12 Months or Longer | (2) | (2) |
Total | $ (2) | $ (5) |
Investments - Realized Gains an
Investments - Realized Gains and Losses and Proceeds on Investments and Other Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Securities, FV-NI, Realized Gain (Loss) [Abstract] | |||
Valuation loss on equity and preferred securities | $ 328 | $ (95) | $ 0 |
Loss on debt conversions | (6) | ||
Property, Plant and Equipment | |||
Net Realized Gains (Losses) | 11 | 5 | 2 |
Gross Proceeds from Sale/Maturity | 4 | 21 | 4 |
Asset Impairments | |||
Net Realized Gains (Losses) | (8) | (7) | |
Pacific Union Sale | |||
Net Realized Gains (Losses) | 0 | 4 | 0 |
Gross Proceeds from Sale/Maturity | 47 | ||
Other intangible assets | |||
Net Realized Gains (Losses) | (1) | ||
Other Assets: | |||
Net Realized Gains (Losses) | (7) | (3) | (1) |
Total: | |||
Realized gains and losses, net | 318 | (109) | 2 |
Gross Proceeds from Sale/Maturity | 829 | 1,264 | 1,003 |
Fixed maturity securities available for sale | |||
Debt Securities, Available-for-sale, Realized Gain (Loss), Excluding Other-than-temporary Impairment [Abstract] | |||
Gross Realized Gains | 4 | 6 | 7 |
Gross Realized Losses | (9) | (4) | (8) |
Net Realized Gains (Losses) | (5) | 2 | (1) |
Gross Proceeds from Sale/Maturity | 614 | 838 | 968 |
Preferred securities | |||
Equity Securities, FV-NI, Realized Gain (Loss) [Abstract] | |||
Gross Realized Gains | 1 | 1 | 0 |
Gross Realized Losses | 0 | 0 | 0 |
Net Realized Gains (Losses) | 1 | 1 | 0 |
Gross Proceeds from Sale/Maturity | 55 | 60 | 10 |
Valuation loss on equity and preferred securities | 17 | (24) | |
Equity securities | |||
Equity Securities, FV-NI, Realized Gain (Loss) [Abstract] | |||
Gross Realized Gains | 10 | 5 | |
Gross Realized Losses | 0 | (21) | |
Net Realized Gains (Losses) | 10 | (16) | 9 |
Gross Proceeds from Sale/Maturity | 160 | 298 | $ 21 |
Valuation loss on equity and preferred securities | $ 299 | $ (71) |
Investments - Interest and Inve
Investments - Interest and Investment Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | $ 225 | $ 177 | $ 131 |
Tax-deferred property exchange income | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | 72 | 65 | 31 |
Fixed maturity securities available for sale | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | 70 | 55 | 61 |
Equity securities and preferred stock available for sale | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | 34 | 34 | 28 |
Cash and cash equivalents | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | 22 | 12 | 3 |
Short-term investments | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | 14 | 8 | 4 |
Other | |||
Schedule of Investment Income, Reported Amounts, by Category | |||
Interest and investment income | $ 13 | $ 3 | $ 4 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 604 | $ 567 | |
Accumulated depreciation and amortization | (428) | (403) | |
Property and equipment, net | 176 | 164 | |
Depreciation | 42 | 46 | $ 48 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 222 | 217 | |
Data processing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 174 | 157 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 102 | 87 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 85 | 84 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16 | 19 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5 | $ 3 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 2,726,000,000 | $ 2,746,000,000 | |
Goodwill acquired during the year | 21,000,000 | ||
Adjustments to prior year acquisitions | 1,000,000 | 14,000,000 | |
Pacific Union Sale | (52,000,000) | ||
Impairment | 0 | (3,000,000) | $ 0 |
Goodwill, ending balance | 2,727,000,000 | 2,726,000,000 | 2,746,000,000 |
Corporate and Other | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 264,000,000 | 314,000,000 | |
Goodwill acquired during the year | 3,000,000 | ||
Adjustments to prior year acquisitions | 1,000,000 | 2,000,000 | |
Pacific Union Sale | (52,000,000) | ||
Impairment | (3,000,000) | ||
Goodwill, ending balance | 265,000,000 | 264,000,000 | 314,000,000 |
Operating Segments | Title | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 2,462,000,000 | 2,432,000,000 | |
Goodwill acquired during the year | 18,000,000 | ||
Adjustments to prior year acquisitions | 0 | 12,000,000 | |
Pacific Union Sale | 0 | ||
Impairment | 0 | ||
Goodwill, ending balance | $ 2,462,000,000 | $ 2,462,000,000 | $ 2,432,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operations of Disposal Group Included in Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Expenses: | |||
Income tax expense | $ 0 | $ 0 | $ 144 |
Earnings from continuing operations before equity in losses of unconsolidated affiliates | 1,061 | 630 | 629 |
Equity in losses of unconsolidated affiliates | 15 | 5 | 10 |
Net earnings from discontinued operations | $ 0 | $ 0 | 155 |
Black Knight Financial Services, Inc. | Discontinued Operations | |||
Revenues: | |||
Escrow, title-related and other fees | 745 | ||
Realized gains and losses, net | (13) | ||
Total revenues | 732 | ||
Expenses: | |||
Personnel costs | 292 | ||
Other operating expenses | 145 | ||
Depreciation and amortization | 154 | ||
Interest expense | 42 | ||
Total expenses | 633 | ||
Earnings from discontinued operations before income taxes | 99 | ||
Income tax expense | 40 | ||
Net earnings from discontinued operations | 59 | ||
Less: Net losses attributable to non-controlling interests | 36 | ||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 23 | ||
Cash flow from discontinued operations data: | |||
Net cash (used in) provided by operations | 240 | ||
Net cash (used in) provided in investing activities | (46) | ||
FNFV | Discontinued Operations | |||
Revenues: | |||
Escrow, title-related and other fees | 111 | ||
Restaurant revenue | 981 | ||
Interest and investment income | 5 | ||
Realized gains and losses, net | 277 | ||
Total revenues | 1,374 | ||
Expenses: | |||
Personnel costs | 148 | ||
Other operating expenses | 94 | ||
Cost of restaurant revenue | 861 | ||
Depreciation and amortization | 51 | ||
Interest expense | 9 | ||
Total expenses | 1,163 | ||
Earnings from discontinued operations before income taxes | 211 | ||
Income tax expense | 103 | ||
Earnings from continuing operations before equity in losses of unconsolidated affiliates | 108 | ||
Equity in losses of unconsolidated affiliates | (12) | ||
Net earnings from discontinued operations | 96 | ||
Less: Net losses attributable to non-controlling interests | (13) | ||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 109 | ||
Cash flow from discontinued operations data: | |||
Net cash (used in) provided by operations | (134) | ||
Net cash (used in) provided in investing activities | $ (11) |
Discontinued Operations - FNFV
Discontinued Operations - FNFV (Details) - USD ($) | Nov. 17, 2017 | Nov. 16, 2017 | Nov. 30, 2017 | Dec. 31, 2019 |
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 | $ 100,000,000 | ||
Matures on anniversary of the date of the revolver note (in years) | 5 years | 5 years | ||
Automatic extension for additional term (in years) | 5 years | 5 years | ||
LIBOR | Revolving Credit Facility | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Basis spread on variable rate (as percent) | 4.50% | 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 | 7.20% |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 1,267 | $ 1,303 | |
Accumulated amortization | (845) | (790) | |
Other intangible assets, net | 422 | 513 | |
Amortization of intangible assets | 131 | 119 | $ 130 |
Amortization Expense for the Next Five Years for Assets Owned | |||
2020 | 115 | ||
2021 | 87 | ||
2022 | 65 | ||
2023 | 46 | ||
2024 | 20 | ||
Customer relationships and contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 758 | 827 | |
Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 421 | 385 | |
Trademarks and tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 65 | 64 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | $ 23 | $ 27 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Salaries and incentives | $ 341 | $ 295 |
Accrued benefits | 289 | 245 |
Deferred revenue | 111 | 105 |
Contingent consideration - acquisitions | 17 | 39 |
Trade accounts payable | 44 | 35 |
Accrued recording fees and transfer taxes | 10 | 20 |
Accrued premium taxes | 26 | 19 |
Other accrued liabilities | 256 | 198 |
Total Accounts payable and other accrued liabilities | $ 1,094 | $ 956 |
Notes Payable - Schedule of Lon
Notes Payable - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | May 16, 2019 | Dec. 31, 2018 | Aug. 13, 2018 | Aug. 28, 2012 |
Debt Instrument [Line Items] | |||||
Notes payable | $ 838 | $ 836 | |||
Unsecured Notes | 4.50% Notes, net of discount | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 443 | 442 | |||
Stated interest rate (as percent) | 4.50% | 4.50% | 4.50% | ||
Unsecured Notes | 5.50% Notes, net of discount | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 398 | 398 | |||
Stated interest rate (as percent) | 5.50% | 5.50% | |||
Line of Credit | Revolving Credit Facility, due April 2022 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $ 3 | $ 4 |
Notes Payable - 4.50% Notes (De
Notes Payable - 4.50% Notes (Details) - USD ($) | Dec. 31, 2019 | May 16, 2019 | Aug. 13, 2018 |
Debt Instrument [Line Items] | |||
Fair value of long term debt | $ 918,000,000 | ||
Excess fair value over carrying value of long-term debt | 68,000,000 | ||
Unamortized discount (premium) and debt Issuance costs, Net | $ 12,000,000 | ||
4.50% Notes | Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Amount of debt instrument | $ 450,000,000 | ||
Stated interest rate (as percent) | 4.50% | 4.50% | 4.50% |
Price as percent of par on offering of unsecured notes | 99.252% | ||
Effective interest rate | 4.594% |
Notes Payable - Existing Credit
Notes Payable - Existing Credit Agreement (Details) - USD ($) | Nov. 17, 2017 | Apr. 27, 2017 | Jun. 25, 2013 | Nov. 30, 2017 | Dec. 31, 2019 | May 16, 2019 | Aug. 13, 2018 | Aug. 28, 2012 |
Debt Instrument [Line Items] | ||||||||
Balance outstanding | $ 850,000,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | $ 100,000,000 | $ 100,000,000 | ||||||
Extended term (in years) | 5 years | 5 years | ||||||
Revolving Credit Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 4.50% | 4.50% | ||||||
Unsecured Debt | 4.50% Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate (as percent) | 4.50% | 4.50% | 4.50% | |||||
Unsecured Debt | 5.50% Unsecured Notes Due September 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate (as percent) | 5.50% | 5.50% | ||||||
Line of Credit | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate (as percent) | 1.10% | |||||||
Line of Credit | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate (as percent) | 1.60% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility due July 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | $ 800,000,000 | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Extended term (in years) | 5 years | |||||||
Ratio of principal indebtedness to net worth to trigger default | 3.00% | |||||||
Balance outstanding | $ 0 | |||||||
Unamortized debt issue costs | 3,000,000 | |||||||
Remaining borrowing capacity | $ 800,000,000 | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.15% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.40% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 0.50% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | One Month LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 1.00% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 1.00% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 1.40% | 1.40% | ||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 0.10% | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility, due April 2022 | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as percent) | 0.60% |
Notes Payable - FNF 5.50% Notes
Notes Payable - FNF 5.50% Notes (Details) - 5.50% Unsecured Notes Due September 2022 - Unsecured Notes - USD ($) | Dec. 31, 2019 | Aug. 28, 2012 |
Debt Instrument [Line Items] | ||
Amount of debt instrument | $ 400,000,000 | |
Stated interest rate (as percent) | 5.50% | 5.50% |
Price as percent of par on offering of unsecured notes | 99.513% | |
Effective interest rate | 5.564% | |
Amount triggering default | $ 100,000,000 |
Notes Payable - Maturities of L
Notes Payable - Maturities of Long Term Debt (Details) $ in Millions | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 0 |
2021 | 0 |
2022 | 400 |
2023 | 0 |
2024 | 0 |
Thereafter | 450 |
Total Long Term Debt | $ 850 |
Income Taxes - Tax Expense on C
Income Taxes - Tax Expense on Continuing Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 268 | $ 64 | $ 476 |
Deferred | 40 | 56 | (241) |
Income tax expense on continuing operations | $ 308 | $ 120 | $ 235 |
Income Taxes - Tax Expense (Ben
Income Taxes - Tax Expense (Benefit) Allocation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Net earnings from continuing operations | $ 308 | $ 120 | $ 235 |
Tax expense attributable to net earnings from discontinued operations | 0 | 0 | 144 |
Other comprehensive earnings (loss): | |||
Unrealized gain (loss) on investments and other financial instruments | 16 | (3) | 25 |
Unrealized gain (loss) on foreign currency translation and cash flow hedging | 1 | (2) | 4 |
Minimum pension liability adjustment | 0 | 0 | 3 |
Total income tax expense (benefit) allocated to other comprehensive earnings | 17 | (5) | 32 |
Total income taxes | $ 325 | $ 115 | $ 411 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal benefit | 1.70% | 3.10% | 1.80% |
Deductible dividends paid to FNF 401(k) plan | (0.10%) | (0.10%) | (0.20%) |
Tax exempt interest income | 0.00% | (0.10%) | (0.40%) |
Stock compensation | (0.80%) | (0.50%) | (1.40%) |
Tax Credits | (0.10%) | (0.20%) | (0.10%) |
Consolidated Partnerships | (0.20%) | (0.20%) | 0.00% |
Tax reform | 0 | (0.071) | (0.107) |
Non-deductible expenses and other, net | 1.00% | 0.20% | 3.20% |
Effective tax rate | 22.50% | 16.10% | 27.20% |
Income Taxes - Components Defer
Income Taxes - Components Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Employee benefit accruals | $ 71 | $ 64 |
Net operating loss carryforwards | 3 | 7 |
Accrued liabilities | 3 | 7 |
Allowance for uncollectible accounts receivable | 4 | 4 |
Pension plan | 3 | 2 |
Tax credits | 39 | 41 |
State income taxes | 3 | 3 |
Investment securities | 0 | 3 |
Other | 9 | 1 |
Total gross deferred tax asset | 135 | 132 |
Less: valuation allowance | 25 | 22 |
Total deferred tax asset | 110 | 110 |
Deferred Tax Liabilities: | ||
Title plant | (55) | (55) |
Amortization of goodwill and intangible assets | (113) | (113) |
Other investments | (6) | (6) |
Other | (11) | (23) |
Investment securities | (75) | 0 |
Depreciation | (12) | (11) |
Partnerships | (54) | (68) |
Insurance reserve discounting | (68) | (61) |
Total deferred tax liability | (394) | (337) |
Net deferred tax liability | $ (284) | $ (227) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Line Items] | ||
Deferred tax liabilities, net | $ 284 | $ 227 |
Increase for deferred tax liability related to investment securities | 78 | |
Decrease in deferred tax liability relating to partnerships | 14 | |
Operating loss carryforwards | 3 | |
Valuation allowance | 25 | 22 |
Tax credits | 39 | 41 |
Unrecognized tax benefits | 8 | 9 |
Income tax penalties and interest accrued (less than) | 2 | $ 2 |
General Business Credit Carryforward | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 21 | |
BPG Holdings, LLC | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 1 | |
Begin to expire in 2022 | ||
Valuation Allowance [Line Items] | ||
Operating loss carryforwards | $ 14 |
Summary of Reserve for Claim _3
Summary of Reserve for Claim Losses (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||||
Reserve for claim losses, beginning balance | $ 1,488 | $ 1,490 | $ 1,487 | |
Change in reinsurance recoverable | 1 | 0 | (4) | |
Claim loss provision related to: | ||||
Current year | 240 | 221 | 219 | |
Prior years | 0 | 0 | 19 | |
Total title claim loss provision | 240 | 221 | 238 | |
Claims paid, net of recoupments related to: | ||||
Current year | (11) | (10) | (8) | |
Prior years | (209) | (213) | (223) | |
Total title claims paid, net of recoupments | (220) | (223) | (231) | |
Reserve for claim losses, ending balance | $ 1,490 | $ 1,509 | $ 1,488 | $ 1,490 |
Provision for title insurance claim losses as a percentage of title insurance premiums | 4.50% | 4.50% | 4.50% | 4.90% |
Summary of Reserve for Claim _4
Summary of Reserve for Claim Losses - Narrative (Details) $ in Millions | Dec. 13, 2019USD ($) | Oct. 22, 2019USD ($) | Dec. 31, 2019lawsuit | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | |||||||
Provision for title insurance claim losses | 4.50% | 4.50% | 4.50% | 4.90% | |||
Number of lawsuits | lawsuit | 3 | ||||||
Threatened Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Alleged defrauded amount | $ 30 | ||||||
Ovation Fin. Holdings 2 LLC, Ovation Fund Mgmt. II, LLC, Banc of California, N.A. v. Chicago Title Ins. Co., Chicago Title Co., Case No. 3:19-cv-02031-GPC-KSC | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Alleged defrauded amount | $ 75 | ||||||
Kim Funding, LLC, Kim H. Peterson, Joseph J. Cohen, and ABC Funding Strategies, LLC v. Chicago Title Co., Chicago Title Ins. Co., Thomas Schwiebert, Adelle Ducharme, and Betty Elixman | Pending Litigation | |||||||
Loss Contingencies [Line Items] | |||||||
Alleged defrauded amount | $ 250 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrual for legal and regulatory matters | $ 22 | $ 11 |
Contingent liability related to customer accounts | $ 18,700 |
Regulation and Equity - Regulat
Regulation and Equity - Regulation (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2020 | |
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||||
Statutory unearned premium reserve required | $ 1,446,000,000 | |||
Statutory amount available for dividends with regulatory approval | 1,868,000,000 | |||
Statutory capital and surplus | 1,581,000,000 | $ 1,383,000,000 | ||
Statutory net income | 583,000,000 | 625,000,000 | $ 434,000,000 | |
Statutory to NAIC amount of reconciling item | 33,000,000 | $ 28,000,000 | ||
Minimum net worth requirement (less than) | $ 1,000,000 | |||
Scenario, Forecast | ||||
Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items] | ||||
Statutory amount available for dividend payments without regulatory approval | $ 518,000,000 |
Regulation and Equity - Equity
Regulation and Equity - Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 17, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Treasury stock repurchased | $ 85 | $ 21 | $ 23 | ||
FNF Common Stock | 2018 Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program period (in years) | 3 years | ||||
Stock repurchase program number of shares authorized (in shares) | 25,000,000 | ||||
Treasury stock repurchased (in shares) | 2,120,000 | 2,780,000 | |||
Treasury stock repurchased | $ 85 | $ 106 | |||
Treasury stock acquired (in usd per share) | $ 40.09 | $ 38.24 |
Employee Benefit Plans - Stock
Employee Benefit Plans - Stock Purchase Plan (Details) - Employee Stock - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 28 | $ 25 | $ 23 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, annual contributions per employee, percent | 3.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, annual contributions per employee, percent | 15.00% |
Employee Benefit Plans - 401(k)
Employee Benefit Plans - 401(k) Profit Sharing Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | |
Retirement Benefits [Abstract] | ||||
Maximum annual contributions per employee, percent | 40.00% | |||
Employer matching contribution, percent of match, amount per dollar | 0.375 | |||
Employer matching contribution, percent of employees' gross pay | 6.00% | |||
Defined contribution plan, cost recognized | $ 29 | $ 30 | $ 26 |
Employee Benefit Plans - Omnibu
Employee Benefit Plans - Omnibus Incentive Plan (Details) - The Omnibus Plan - shares | Jun. 15, 2016 | May 22, 2013 | May 25, 2011 | May 29, 2008 | Oct. 23, 2006 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2005 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 8,000,000 | |||||||||
Number of additional shares authorized (in shares) | 10,000,000 | 6,000,000 | 6,000,000 | 11,000,000 | 16,000,000 | |||||
Options outstanding (in shares) | 5,530,125 | 7,543,787 | 8,529,427 | 7,481,683 | ||||||
Employee Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Expiration period | 7 years | |||||||||
FNF Common Stock | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity instruments other than options, nonvested (in shares) | 1,517,176 | 1,821,238 | 1,839,061 | 1,471,673 |
Employee Benefit Plans - Stoc_2
Employee Benefit Plans - Stock Option Activity (Details) - The Omnibus Plan - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding at beginning of period (in shares) | 7,543,787 | 8,529,427 | 7,481,683 | |
Options granted (in shares) | 2,375,111 | |||
Options exercised (in shares) | (2,009,112) | (985,640) | (1,313,061) | |
Options canceled (in shares) | (4,550) | (14,306) | ||
Options outstanding at end of period (in shares) | 5,530,125 | 7,543,787 | 8,529,427 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Options outstanding at beginning of period, weighed average exercise price (in dollars per share) | $ 20.55 | $ 20.38 | $ 27.38 | |
Options granted, weighed average exercise price (in dollars per share) | 20.32 | |||
Options exercised, weighed average exercise price (in dollars per share) | 19.61 | 19.09 | 18.38 | |
Options canceled, weighed average exercise price (in dollars per share) | 25.34 | 24.49 | ||
Options outstanding at end of period, weighed average exercise price (in dollars per share) | $ 20.88 | $ 20.55 | $ 20.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Options exercisable (in shares) | 5,530,125 | 7,530,137 | 7,648,837 | 5,821,592 |
Employee Benefit Plans - Restri
Employee Benefit Plans - Restricted Stock Activity (Details) - The Omnibus Plan - Restricted Stock - FNF Common Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Restricted stock granted at beginning of period (in shares) | 1,821,238 | 1,839,061 | 1,471,673 |
Granted (in shares) | 640,698 | 912,694 | 828,818 |
Restricted stock issued as make-whole adjustment for BK Distribution (in shares) | 545,676 | ||
Canceled (in shares) | (14,937) | (15,201) | (11,233) |
Vested (in shares) | (929,823) | (915,316) | (995,873) |
Restricted stock granted at end of period (in shares) | 1,517,176 | 1,821,238 | 1,839,061 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance (in dollars per share) | $ 32.35 | $ 30.58 | $ 33.79 |
Granted (in dollars per share) | 45.84 | 32.32 | 37.12 |
Restricted stock issued as make-whole adjustment for BK Distribution (in dollars per share) | 24.62 | ||
Canceled (in dollars per share) | 31.94 | 29.49 | 24.52 |
Vested (in dollars per share) | 30.98 | 28.80 | 23.98 |
Ending balance (in dollars per share) | $ 38.90 | $ 32.35 | $ 30.58 |
Employee Benefit Plans - Option
Employee Benefit Plans - Options Outstanding and Exercisable by Exercise Price (Details) - The Omnibus Plan $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options (in shares) | shares | 5,530,125 |
Outstanding options, intrinsic value | $ | $ 136 |
Number of exercisable options (in shares) | shares | 5,530,125 |
Exercisable options, intrinsic value | $ | $ 136 |
Exercise Price Range, 0.00 to 17.76 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 0 |
Exercise price range, upper range limit (in dollars per share) | $ 17.76 |
Number of outstanding options (in shares) | shares | 2,870,481 |
Outstanding options, weighted average remaining contractual term (in years) | 27 days |
Outstanding options, weighted average exercise price (in dollars per share) | $ 17.76 |
Outstanding options, intrinsic value | $ | $ 79 |
Number of exercisable options (in shares) | shares | 2,870,481 |
Exercisable options, weighted average remaining contractual term (in years) | 27 days |
Exercisable options, weighted average exercise price (in dollars per share) | $ 17.76 |
Exercisable options, intrinsic value | $ | $ 79 |
Exercise Price Range, 17.77 to 21.84 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 17.77 |
Exercise price range, upper range limit (in dollars per share) | $ 21.84 |
Number of outstanding options (in shares) | shares | 918,236 |
Outstanding options, weighted average remaining contractual term (in years) | 1 year 10 months 2 days |
Outstanding options, weighted average exercise price (in dollars per share) | $ 21.84 |
Outstanding options, intrinsic value | $ | $ 22 |
Number of exercisable options (in shares) | shares | 918,236 |
Exercisable options, weighted average remaining contractual term (in years) | 1 year 10 months 2 days |
Exercisable options, weighted average exercise price (in dollars per share) | $ 21.84 |
Exercisable options, intrinsic value | $ | $ 22 |
Exercise Price Range, 21.85 to 25.53 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | $ 21.85 |
Exercise price range, upper range limit (in dollars per share) | $ 25.53 |
Number of outstanding options (in shares) | shares | 1,741,408 |
Outstanding options, weighted average remaining contractual term (in years) | 2 years 9 months 29 days |
Outstanding options, weighted average exercise price (in dollars per share) | $ 25.53 |
Outstanding options, intrinsic value | $ | $ 35 |
Number of exercisable options (in shares) | shares | 1,741,408 |
Exercisable options, weighted average remaining contractual term (in years) | 2 years 9 months 29 days |
Exercisable options, weighted average exercise price (in dollars per share) | $ 25.53 |
Exercisable options, intrinsic value | $ | $ 35 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ 48 | $ 19 | $ 25 |
The Omnibus Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | 38 | 31 | 44 |
Nonvested awards, compensation cost not yet recognized | $ 45 | ||
Nonvested awards, period for recognition | 1 year 7 months 28 days | ||
The Omnibus Plan | Restricted Stock | FNF Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock awards granted | $ 29 | 29 | 31 |
Fair value of restricted stock awards vested | $ 42 | $ 29 | $ 38 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Plans (Details) - Pension Plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Consecutive months with highest compensation in which benefits are based | 60 months | |
Months ending at retirement or termination in which benefits are based | 120 months | |
Discount rate | 2.79% | 3.90% |
Benefit obligation | $ 160 | $ 150 |
Fair value of plan assets | $ 150 | $ 144 |
Supplementary Cash Flow Infor_3
Supplementary Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid during the year: | |||
Interest | $ 44 | $ 34 | $ 102 |
Income taxes | 251 | 204 | 528 |
Non-cash investing and financing activities: | |||
Change in proceeds of sales of investments available for sale receivable in period | 1 | (3) | 3 |
Change in purchases of investments available for sale payable in period | (1) | (2) | (9) |
Change in treasury stock purchases payable in period | (1) | 1 | 0 |
Change in accrued dividends payable in period | 2 | 2 | (1) |
Lease liabilities recognized in exchange for lease right-of-use assets | 36 | 0 | 0 |
Remeasurement of lease liabilities | 101 | 0 | 0 |
Liabilities assumed in connection with acquisitions: | |||
Fair value of assets acquired | 1 | 50 | 595 |
Less: Total purchase price | 1 | 33 | 481 |
Liabilities and noncontrolling interests assumed | $ 0 | $ 17 | $ 114 |
Financial Instruments with Of_3
Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk (Details) - Geographic Concentration Risk - Title Insurance Premiums | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
California | |||
Concentration Risk | |||
Concentration risk | 14.30% | 13.90% | 14.50% |
Texas | |||
Concentration Risk | |||
Concentration risk | 13.80% | 14.40% | 14.20% |
Florida | |||
Concentration Risk | |||
Concentration risk | 9.20% | 8.80% | 8.00% |
New York | |||
Concentration Risk | |||
Concentration risk | 5.80% | 6.30% | 6.30% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Information | |||
Title premiums | $ 5,342 | $ 4,911 | $ 4,893 |
Other revenues | 2,584 | 2,615 | 2,637 |
Revenues from external customers | 7,926 | 7,526 | 7,530 |
Interest and investment income, including realized gains and losses | 543 | 68 | 133 |
Total revenues | 8,469 | 7,594 | 7,663 |
Depreciation and amortization | 178 | 182 | 183 |
Interest expense | 47 | 43 | 48 |
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | 1,369 | 750 | 864 |
Income tax expense (benefit) | (308) | (120) | (235) |
Earnings from continuing operations before equity in losses of unconsolidated affiliates | 1,061 | 630 | 629 |
Equity in earnings of unconsolidated affiliates | 15 | 5 | 10 |
Net earnings from continuing operations | 1,076 | 635 | 639 |
Assets | 10,677 | 9,301 | 9,151 |
Goodwill | 2,727 | 2,726 | 2,746 |
Corporate and Other | |||
Segment Information | |||
Title premiums | 0 | 0 | 0 |
Other revenues | 195 | 411 | 456 |
Revenues from external customers | 195 | 411 | 456 |
Interest and investment income, including realized gains and losses | 15 | 8 | (4) |
Total revenues | 210 | 419 | 452 |
Depreciation and amortization | 24 | 28 | 24 |
Interest expense | 47 | 43 | 48 |
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | (167) | (126) | (91) |
Income tax expense (benefit) | 55 | 43 | 39 |
Earnings from continuing operations before equity in losses of unconsolidated affiliates | (112) | (83) | (52) |
Equity in earnings of unconsolidated affiliates | 2 | 1 | 0 |
Net earnings from continuing operations | (110) | (82) | (52) |
Assets | 1,606 | 910 | 746 |
Goodwill | 265 | 264 | 314 |
Operating Segments | Title | |||
Segment Information | |||
Title premiums | 5,342 | 4,911 | 4,893 |
Other revenues | 2,389 | 2,204 | 2,181 |
Revenues from external customers | 7,731 | 7,115 | 7,074 |
Interest and investment income, including realized gains and losses | 528 | 60 | 137 |
Total revenues | 8,259 | 7,175 | 7,211 |
Depreciation and amortization | 154 | 154 | 159 |
Interest expense | 0 | 0 | 0 |
Earnings (loss) from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates | 1,536 | 876 | 955 |
Income tax expense (benefit) | (363) | (163) | (274) |
Earnings from continuing operations before equity in losses of unconsolidated affiliates | 1,173 | 713 | 681 |
Equity in earnings of unconsolidated affiliates | 13 | 4 | 10 |
Net earnings from continuing operations | 1,186 | 717 | 691 |
Assets | 9,071 | 8,391 | 8,405 |
Goodwill | $ 2,462 | $ 2,462 | $ 2,432 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease assets | $ 410 | $ 0 | |||
Lease liability, at present value | 442 | 0 | |||
Decrease in prepaid expenses and other assets | (432) | (377) | |||
Decrease in accounts payable and accounts liabilities | (1,094) | (956) | |||
Reclassification adjustment for adoption of new accounting principle | $ 19 | ||||
Other long-term investments | 153 | 135 | |||
Increase in cash provided by investing activities | (520) | (354) | 79 | ||
Increase in cash used in financing activities | $ 482 | 442 | 1,029 | ||
AOCI Attributable to Parent | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for adoption of new accounting principle | (109) | ||||
Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for adoption of new accounting principle | 128 | ||||
Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease assets | $ 421 | ||||
Lease liability, at present value | 437 | ||||
Decrease in prepaid expenses and other assets | 9 | ||||
Decrease in accounts payable and accounts liabilities | $ 25 | ||||
Accounting Standards Update 2016-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Other long-term investments | $ (19) | ||||
Accounting Standards Update 2016-01 | AOCI Attributable to Parent | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for adoption of new accounting principle | $ (109) | (109) | |||
Accounting Standards Update 2016-01 | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Reclassification adjustment for adoption of new accounting principle | $ 128 | ||||
Accounting Standards Update 2016-18 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in net change in cash and cash equivalents | 144 | ||||
Increase in cash provided by investing activities | 174 | ||||
Increase in cash used in financing activities | $ 30 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | $ 2,122 | $ 2,216 | |
Interest and investment income | 225 | 177 | $ 131 |
Realized gains and losses, net | 318 | (109) | 2 |
Total revenues | 8,469 | 7,594 | 7,663 |
Title | |||
Disaggregation of Revenue [Line Items] | |||
Loan subservicing revenue | 285 | 217 | |
Title | Direct title insurance premiums | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 2,381 | 2,221 | |
Title | Agency title insurance premiums | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 2,961 | 2,690 | |
Title | Home warranty | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 177 | 182 | |
Title | Insurance Contracts | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 5,519 | 5,093 | |
Title | Escrow fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 899 | 826 | |
Title | Other title-related fees and income | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 639 | 600 | |
Title | ServiceLink, excluding title premiums, escrow fees, and subservicing fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 389 | 379 | |
Corporate and Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 210 | 419 | $ 452 |
Corporate and Other | Real estate brokerage | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 39 | 316 | |
Corporate and Other | Real estate technology | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | 110 | 101 | |
Corporate and Other | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customers | $ 46 | $ (6) |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables | $ 321 | $ 284 |
Deferred revenue (contract liabilities) | $ 111 | 105 |
Policy period | 1 year | |
Revenue recognized from deferred revenue | $ 103 | $ 97 |
Schedule II Fidelity National_2
Schedule II Fidelity National Financial, Inc. (Parent Company) - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 17, 2017 |
ASSETS | ||||
Cash | $ 1,376 | $ 1,257 | ||
Short term investments | 876 | 480 | ||
Investment in unconsolidated affiliates | 131 | 137 | ||
Notes receivable | 346 | 306 | ||
Property and equipment, net | 176 | 164 | ||
Prepaid expenses and other assets | 432 | 377 | ||
Income taxes receivable | 0 | 4 | ||
Total assets | 10,677 | 9,301 | $ 9,151 | |
Liabilities: | ||||
Accounts payable and other accrued liabilities | 1,094 | 956 | ||
Income taxes payable | 10 | 0 | ||
Deferred tax liability | 284 | 227 | ||
Notes payable | 838 | 836 | ||
Total liabilities | 4,968 | 4,329 | ||
Equity: | ||||
FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of December 31, 2019 and 2018; outstanding of 275,563,436 and 275,373,834 as of December 31, 2019 and 2018, respectively; and issued of 292,236,476 and 289,601,523 as of December 31, 2019 and 2018, respectively | 0 | 0 | ||
Preferred stock, $0.0001 par value; authorized, 50,000,000 shares; issued and outstanding, none | 0 | 0 | ||
Additional paid-in capital | 4,581 | 4,500 | ||
Retained earnings | 1,356 | 641 | ||
Accumulated other comprehensive earnings (loss) | 43 | (13) | ||
Less: Treasury stock, 16,673,040 shares and 14,227,689 shares as of December 31, 2019 and 2018, respectively, at cost | (598) | (498) | ||
Total Fidelity National Financial, Inc. shareholders’ equity | 5,382 | 4,630 | ||
Total liabilities, redeemable non-controlling interest and equity | $ 10,677 | $ 9,301 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | ||
Common stock, shares outstanding (in shares) | 275,563,436 | 275,373,834 | ||
Common stock, shares issued (in shares) | 292,236,476 | 289,601,523 | ||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares authorized (in shares) | 0 | 0 | ||
Treasury stock, shares (in shares) | 16,673,040 | 14,277,689 | ||
Parent Company | ||||
ASSETS | ||||
Cash | $ 565 | $ 349 | ||
Short term investments | 564 | 202 | ||
Preferred and Equity securities, at fair value | 1 | 1 | ||
Investment in unconsolidated affiliates | 8 | 12 | ||
Notes receivable | 498 | 543 | ||
Investments in and amounts due from subsidiaries | 4,916 | 4,629 | ||
Property and equipment, net | 2 | 5 | ||
Prepaid expenses and other assets | 235 | 11 | ||
Income taxes receivable | 0 | 4 | ||
Total assets | 6,789 | 5,756 | ||
Liabilities: | ||||
Accounts payable and other accrued liabilities | 275 | 63 | ||
Income taxes payable | 10 | 0 | ||
Deferred tax liability | 284 | 227 | ||
Notes payable | 838 | 836 | ||
Total liabilities | 1,407 | 1,126 | ||
Equity: | ||||
Preferred stock, $0.0001 par value; authorized, 50,000,000 shares; issued and outstanding, none | 0 | 0 | ||
Additional paid-in capital | 4,581 | 4,500 | ||
Retained earnings | 1,356 | 641 | ||
Accumulated other comprehensive earnings (loss) | 43 | (13) | ||
Less: Treasury stock, 16,673,040 shares and 14,227,689 shares as of December 31, 2019 and 2018, respectively, at cost | (598) | (498) | ||
Total Fidelity National Financial, Inc. shareholders’ equity | 5,382 | 4,630 | ||
Total liabilities, redeemable non-controlling interest and equity | $ 6,789 | $ 5,756 | ||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares authorized (in shares) | 0 | 0 | ||
Treasury stock, shares (in shares) | 16,673,040 | 14,227,689 | ||
Parent Company | FNF Common Stock | ||||
Equity: | ||||
FNF common stock, $0.0001 par value; authorized 600,000,000 shares as of December 31, 2019 and 2018; outstanding of 275,563,436 and 275,373,834 as of December 31, 2019 and 2018, respectively; and issued of 292,236,476 and 289,601,523 as of December 31, 2019 and 2018, respectively | $ 0 | $ 0 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | ||
Common stock, shares outstanding (in shares) | 275,563,436 | 275,373,834 | ||
Common stock, shares issued (in shares) | 292,236,476 | 289,601,523 |
Schedule II Fidelity National_3
Schedule II Fidelity National Financial, Inc. (Parent Company) - Statement of Earnings and Retained Earnings (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Revenues: | ||||
Other revenues | $ 2,584 | $ 2,615 | $ 2,637 | |
Interest and investment income, including realized gains and losses | 543 | 68 | 133 | |
Realized gains and losses, net | 318 | (109) | 2 | |
Total revenues | 8,469 | 7,594 | 7,663 | |
Expenses: | ||||
Personnel costs | 2,696 | 2,538 | 2,460 | |
Other operating expenses | 1,681 | 1,801 | 1,781 | |
Interest expense | 47 | 43 | 48 | |
Total expenses | 7,100 | 6,844 | 6,799 | |
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | 1,369 | 750 | 864 | |
Income tax expense on continuing operations | 308 | 120 | 235 | |
Net earnings from continuing operations | 1,076 | 635 | 639 | |
Net earnings from discontinued operations | 0 | 0 | 155 | |
Net earnings attributable to entity common shareholders | 1,062 | 628 | 771 | |
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Beginning balance | 4,628 | 4,467 | 6,898 | |
Dividends declared | (347) | (330) | (279) | |
Cumulative effect of adoption of accounting standards | 19 | |||
Other equity activity | (1) | |||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 1,062 | 628 | 771 | |
Ending balance | 5,365 | 4,628 | 4,467 | |
BKFS | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | (1,624) | |||
FNFV | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | (1,069) | |||
Retained Earnings | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Beginning balance | 641 | 217 | 1,784 | |
Dividends declared | (347) | (330) | (279) | |
Cumulative effect of adoption of accounting standards | 128 | |||
Other equity activity | (2) | |||
Ending balance | 1,356 | 641 | 217 | |
Retained Earnings | ASU 2016-01 | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Cumulative effect of adoption of accounting standards | $ 128 | |||
Retained Earnings | BKFS | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | (823) | |||
Retained Earnings | FNFV | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | (1,236) | |||
Parent Company | ||||
Revenues: | ||||
Other revenues | 38 | 0 | 1 | |
Interest and investment income, including realized gains and losses | 54 | 40 | 24 | |
Realized gains and losses, net | (4) | 4 | 0 | |
Total revenues | 88 | 44 | 25 | |
Expenses: | ||||
Personnel costs | 80 | 35 | 32 | |
Other operating expenses | 62 | 20 | 8 | |
Interest expense | 48 | 43 | 48 | |
Total expenses | 190 | 98 | 88 | |
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates | (102) | (54) | (63) | |
Income tax expense on continuing operations | (23) | (9) | (17) | |
Losses before equity in earnings of subsidiaries | (79) | (45) | (46) | |
Equity in earnings of subsidiaries | 1,141 | 673 | 685 | |
Net earnings from continuing operations | 1,062 | 628 | 639 | |
Net earnings from discontinued operations | 0 | 0 | 132 | |
Net earnings attributable to entity common shareholders | 1,062 | 628 | 771 | |
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 1,062 | 628 | 771 | |
Parent Company | Retained Earnings | ||||
Expenses: | ||||
Net earnings attributable to entity common shareholders | 1,062 | 628 | 771 | |
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Beginning balance | 641 | 217 | 1,784 | |
Dividends declared | (347) | (330) | (279) | |
Other equity activity | 0 | (2) | 0 | |
Net earnings attributable to Fidelity National Financial, Inc. common shareholders | 1,062 | 628 | 771 | |
Ending balance | 1,356 | 641 | 217 | |
Parent Company | Retained Earnings | ASU 2016-01 | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Cumulative effect of adoption of accounting standards | 0 | 0 | $ 128 | |
Parent Company | Retained Earnings | BKFS | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | 0 | 0 | (823) | |
Parent Company | Retained Earnings | FNFV | ||||
Retained Earnings (Accumulated Deficit) [Roll Forward] | ||||
Spinoff transaction | $ 0 | $ 0 | $ (1,236) |
Schedule II Fidelity National_4
Schedule II Fidelity National Financial, Inc. (Parent Company) - Statement of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities: | |||
Net earnings | $ 1,062 | $ 628 | $ 771 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Equity in earnings of unconsolidated affiliates | (15) | (5) | (10) |
Gain on Pacific Union Sale | 0 | (4) | 0 |
Depreciation and amortization | 178 | 182 | 389 |
Stock-based compensation | 38 | 31 | 44 |
Net change in income taxes | 53 | (83) | (133) |
Net (increase) decrease in prepaid expenses and other assets | (54) | 17 | (60) |
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other liabilities | 175 | 38 | (31) |
Net cash provided by operating activities | 1,121 | 943 | 737 |
Cash Flows From Investing Activities: | |||
Net purchases of short-term investment activities | (395) | (185) | 26 |
Collection of notes receivable | 0 | 0 | 21 |
Net cash (used in) provided by investing activities | (520) | (354) | 79 |
Cash Flows From Financing Activities: | |||
Borrowings | 0 | 442 | 785 |
Debt service payments | 0 | (370) | (996) |
Equity portion of debt conversions paid in cash | 0 | (142) | (317) |
Dividends paid | (344) | (328) | (278) |
Purchases of treasury stock | (86) | (20) | (23) |
Exercise of stock options | 39 | 19 | 31 |
Payment for shares withheld for taxes and in treasury | 15 | 9 | 18 |
Cash transferred in the Black Knight spin-off | 0 | 0 | (87) |
Cash transferred in the FNFV split-off | 0 | 0 | (22) |
Other financing activity | (10) | (3) | (2) |
Net cash provided by financing activities | (482) | (442) | (1,029) |
Cash and cash equivalents, at beginning of year | 1,257 | 1,110 | 1,323 |
Cash and cash equivalents, at end of year | 1,376 | 1,257 | 1,110 |
Parent Company | |||
Cash Flows From Operating Activities: | |||
Net earnings | 1,062 | 628 | 771 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Equity in earnings of unconsolidated affiliates | (2) | (2) | 0 |
Gain on Pacific Union Sale | 0 | (4) | 0 |
Impairment of assets | 4 | 0 | 0 |
Equity in earnings of subsidiaries | (1,141) | (673) | (817) |
Depreciation and amortization | 1 | 0 | 0 |
Stock-based compensation | 38 | 31 | 34 |
Net change in income taxes | 53 | (81) | (130) |
Net (increase) decrease in prepaid expenses and other assets | (185) | (10) | 18 |
Net increase (decrease) in accounts payable, accrued liabilities, deferred revenue and other liabilities | 211 | 2 | 17 |
Net cash provided by operating activities | 41 | (109) | (107) |
Cash Flows From Investing Activities: | |||
Purchases of investments available for sale | 0 | 0 | (1) |
Net purchases of short-term investment activities | (362) | (117) | (84) |
Cash proceeds from the Pacific Union Sale | 0 | 33 | 0 |
Additions to notes receivable | (200) | 0 | (13) |
Collection of notes receivable | 209 | 33 | 49 |
Distributions from unconsolidated affiliates | 2 | 2 | 1 |
Additional investments in unconsolidated affiliates | (2) | ||
Net cash (used in) provided by investing activities | (351) | (49) | (50) |
Cash Flows From Financing Activities: | |||
Borrowings | 0 | 442 | 296 |
Debt service payments | 0 | (368) | (530) |
Equity portion of debt conversions paid in cash | 0 | (142) | (317) |
Dividends paid | (344) | (328) | (278) |
Purchases of treasury stock | (86) | (20) | (23) |
Exercise of stock options | 39 | 19 | 31 |
Payment for shares withheld for taxes and in treasury | (15) | (9) | (18) |
Cash transferred in the Black Knight spin-off | 0 | 0 | (87) |
Cash transferred in the FNFV split-off | 0 | 0 | (22) |
Other financing activity | 5 | (2) | (1) |
Net dividends from subsidiaries | 927 | 685 | 1,090 |
Net cash provided by financing activities | 526 | 277 | 141 |
Net change in cash and cash equivalents | 216 | 119 | (16) |
Cash and cash equivalents, at beginning of year | 349 | 230 | 246 |
Cash and cash equivalents, at end of year | $ 565 | $ 349 | $ 230 |
Schedule II Fidelity National_5
Schedule II Fidelity National Financial, Inc. (Parent Company) - Notes to Financial Statements (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 16, 2019 | Aug. 13, 2018 | Aug. 28, 2012 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 838 | $ 836 | ||||
Interest paid | 44 | 34 | $ 102 | |||
Income taxes | 251 | 204 | 528 | |||
Unsecured Notes | 4.50% Notes, net of discount | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 443 | 442 | ||||
Stated interest rate (as percent) | 4.50% | 4.50% | 4.50% | |||
Unsecured Notes | 5.5% Notes, net of discount | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 398 | 398 | ||||
Stated interest rate (as percent) | 5.50% | 5.50% | ||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 3 | 4 | ||||
Parent Company | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | 838 | 836 | ||||
Interest paid | 34 | 54 | ||||
Cash dividends paid to parent company | 500 | 400 | $ 800 | |||
Parent Company | Unsecured Notes | 4.50% Notes, net of discount | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 443 | 442 | ||||
Stated interest rate (as percent) | 4.50% | |||||
Parent Company | Unsecured Notes | 5.5% Notes, net of discount | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ 398 | 398 | ||||
Stated interest rate (as percent) | 5.50% | |||||
Parent Company | Line of Credit | Revolving Credit Facility | Revolving Credit Facility | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Notes payable | $ (3) | $ (4) |