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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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16-1725106
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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601 Riverside Avenue, Jacksonville, Florida
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32204
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Item 1.
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Condensed Consolidated Financial Statements
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|||||||
Investments:
|
|
|
|
||||
Fixed maturity securities available for sale, at fair value, at March 31, 2019 and December 31, 2018 includes pledged fixed maturity securities of $423 and $418, respectively, related to secured trust deposits
|
$
|
2,089
|
|
|
$
|
1,998
|
|
Preferred securities, at fair value
|
288
|
|
|
301
|
|
||
Equity securities, at fair value
|
635
|
|
|
498
|
|
||
Investments in unconsolidated affiliates
|
128
|
|
|
137
|
|
||
Other long-term investments
|
140
|
|
|
135
|
|
||
Short-term investments, at March 31, 2019 and December 31, 2018 includes short-term investments of $2 and $8, respectively, related to secured trust deposits
|
213
|
|
|
480
|
|
||
Total investments
|
3,493
|
|
|
3,549
|
|
||
Cash and cash equivalents, at March 31, 2019 and December 31, 2018 includes $300 and $412, respectively, of pledged cash related to secured trust deposits
|
1,123
|
|
|
1,257
|
|
||
Trade and notes receivables, net of allowance of $19 at March 31, 2019 and December 31, 2018
|
296
|
|
|
306
|
|
||
Note receivable from Cannae Holdings, Inc., see Note A
|
100
|
|
|
—
|
|
||
Goodwill
|
2,727
|
|
|
2,726
|
|
||
Prepaid expenses and other assets
|
446
|
|
|
377
|
|
||
Lease assets, see Note K
|
399
|
|
|
—
|
|
||
Other intangible assets, net
|
494
|
|
|
513
|
|
||
Title plants
|
405
|
|
|
405
|
|
||
Property and equipment, net
|
164
|
|
|
164
|
|
||
Income taxes receivable
|
—
|
|
|
4
|
|
||
Total assets
|
$
|
9,647
|
|
|
$
|
9,301
|
|
LIABILITIES AND EQUITY
|
|||||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
799
|
|
|
$
|
956
|
|
Notes payable
|
837
|
|
|
836
|
|
||
Reserve for title claim losses
|
1,483
|
|
|
1,488
|
|
||
Secured trust deposits
|
709
|
|
|
822
|
|
||
Lease liabilities, see Note K
|
419
|
|
|
—
|
|
||
Income taxes payable
|
55
|
|
|
—
|
|
||
Deferred tax liability
|
236
|
|
|
227
|
|
||
Total liabilities
|
4,538
|
|
|
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 487,000,000 shares as of March 31, 2019 and December 31, 2018; outstanding of 274,908,676 and 275,373,834 as of March 31, 2019 and December 31, 2018, respectively, and issued of 289,647,896 and 289,601,523 as of March 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Preferred stock, $0.0001 par value; authorized 50,000,000 shares; issued and outstanding, none
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
4,510
|
|
|
4,500
|
|
||
Retained earnings
|
762
|
|
|
641
|
|
||
Accumulated other comprehensive earnings (loss)
|
14
|
|
|
(13
|
)
|
||
Less: Treasury stock, 14,739,220 shares and 14,227,689 shares as of March 31, 2019 and December 31, 2018, respectively, at cost
|
(516
|
)
|
|
(498
|
)
|
||
Total Fidelity National Financial, Inc. shareholders’ equity
|
4,770
|
|
|
4,630
|
|
||
Non-controlling interests
|
(5
|
)
|
|
(2
|
)
|
||
Total equity
|
4,765
|
|
|
4,628
|
|
||
Total liabilities, redeemable non-controlling interest and equity
|
$
|
9,647
|
|
|
$
|
9,301
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Revenues:
|
|
|
|
||||
Direct title insurance premiums
|
$
|
440
|
|
|
$
|
472
|
|
Agency title insurance premiums
|
552
|
|
|
564
|
|
||
Escrow, title-related and other fees
|
534
|
|
|
618
|
|
||
Interest and investment income
|
54
|
|
|
38
|
|
||
Realized gains and losses, net
|
142
|
|
|
1
|
|
||
Total revenues
|
1,722
|
|
|
1,693
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
592
|
|
|
607
|
|
||
Agent commissions
|
421
|
|
|
431
|
|
||
Other operating expenses
|
344
|
|
|
423
|
|
||
Depreciation and amortization
|
44
|
|
|
47
|
|
||
Provision for title claim losses
|
45
|
|
|
47
|
|
||
Interest expense
|
12
|
|
|
11
|
|
||
Total expenses
|
1,458
|
|
|
1,566
|
|
||
Earnings from continuing operations before income taxes and equity in earnings of unconsolidated affiliates
|
264
|
|
|
127
|
|
||
Income tax expense
|
65
|
|
|
31
|
|
||
Earnings before equity in earnings of unconsolidated affiliates
|
199
|
|
|
96
|
|
||
Equity in earnings of unconsolidated affiliates
|
7
|
|
|
2
|
|
||
Net earnings
|
206
|
|
|
98
|
|
||
Less: Net earnings attributable to non-controlling interests
|
—
|
|
|
1
|
|
||
Net earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
206
|
|
|
$
|
97
|
|
Earnings per share
|
|
|
|
||||
Net earnings per share attributable to FNF common shareholders, basic
|
$
|
0.75
|
|
|
$
|
0.36
|
|
Net earnings per share attributable to FNF common shareholders, diluted
|
$
|
0.74
|
|
|
$
|
0.35
|
|
|
|
|
|
||||
Weighted average shares outstanding FNF common stock, basic basis
|
273
|
|
|
273
|
|
||
Weighted average shares outstanding FNF common stock, diluted basis
|
277
|
|
|
280
|
|
|
Three months ended March 31,
|
||||||
|
|||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Net earnings
|
$
|
206
|
|
|
$
|
98
|
|
Other comprehensive earnings (loss):
|
|
|
|
||||
Unrealized gain (loss) on investments and other financial instruments, net (excluding investments in unconsolidated affiliates) (1)
|
23
|
|
|
(9
|
)
|
||
Unrealized gain on investments in unconsolidated affiliates (2)
|
6
|
|
|
3
|
|
||
Unrealized gain (loss) on foreign currency translation (3)
|
2
|
|
|
(1
|
)
|
||
Reclassification adjustments for change in unrealized gains and losses included in net earnings (4)
|
(4
|
)
|
|
(2
|
)
|
||
Other comprehensive earnings (loss)
|
27
|
|
|
(9
|
)
|
||
Comprehensive earnings
|
233
|
|
|
89
|
|
||
Less: Comprehensive earnings attributable to non-controlling interests
|
—
|
|
|
1
|
|
||
Comprehensive earnings attributable to Fidelity National Financial, Inc. common shareholders
|
$
|
233
|
|
|
$
|
88
|
|
(1)
|
Net of income tax expense (benefit) of $
7 million
and $
(3) million
for the three-month periods ended
March 31, 2019
and
2018
, respectively.
|
(2)
|
Net of income tax expense of
$2 million
and $
1 million
for the three-month periods ended
March 31, 2019
and
2018
, respectively.
|
(3)
|
Net of income tax expense (benefit) of $
1 million
and less than $
(1) million
for the three-month periods ended
March 31, 2019
and
2018
, respectively.
|
(4)
|
Net of income tax expense of
$1 million
and less than
$1 million
for the
three
-month periods ended
March 31, 2019
and
2018
.
|
|
|
Fidelity National Financial, Inc. Common Shareholders
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
FNF
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Redeemable
|
||||||||||||||||||||||
|
|
Common
|
|
Additional
|
|
|
|
Comprehensive
|
|
Treasury
|
|
Non-
|
|
|
|
Non-
|
||||||||||||||||||||||
|
|
Stock
|
|
Paid-in
|
|
Retained
|
|
Earnings
|
|
Stock
|
|
controlling
|
|
Total
|
|
controlling
|
||||||||||||||||||||||
|
|
Shares
|
|
$
|
|
Capital
|
|
Earnings
|
|
(Loss)
|
|
Shares
|
|
$
|
|
Interests
|
|
Equity
|
|
Interests
|
||||||||||||||||||
Balance, December 31, 2017
|
|
288
|
|
|
$
|
—
|
|
|
$
|
4,587
|
|
|
$
|
217
|
|
|
$
|
111
|
|
|
13
|
|
|
$
|
(468
|
)
|
|
$
|
20
|
|
|
$
|
4,467
|
|
|
$
|
344
|
|
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Adjustment for cumulative effect for adoption of ASU 2016-01
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized loss on investments and other financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized loss on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||||
Equity portion of debt conversions settled in cash
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||||||
Dividends declared, $0.30 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
||||||||
Acquisitions of non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
||||||||
Subsidiary dividends declared to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
98
|
|
|
—
|
|
||||||||
Balance, March 31, 2018
|
|
288
|
|
|
$
|
—
|
|
|
$
|
4,573
|
|
|
$
|
360
|
|
|
$
|
(7
|
)
|
|
13
|
|
|
$
|
(468
|
)
|
|
$
|
21
|
|
|
$
|
4,479
|
|
|
$
|
344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2018
|
|
290
|
|
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
641
|
|
|
$
|
(13
|
)
|
|
14
|
|
|
$
|
(498
|
)
|
|
$
|
(2
|
)
|
|
$
|
4,628
|
|
|
$
|
344
|
|
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Treasury stock repurchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized gain on investments and other financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized gain on investments in unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||||
Other comprehensive earnings — unrealized gain on foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||||
Reclassification adjustments for change in unrealized gains and losses included in net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||||||
Dividends declared, $0.31 per common share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
||||||||
Subsidiary dividends declared to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
||||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
—
|
|
||||||||
Balance, March 31, 2019
|
|
290
|
|
|
$
|
—
|
|
|
$
|
4,510
|
|
|
$
|
762
|
|
|
$
|
14
|
|
|
15
|
|
|
$
|
(516
|
)
|
|
$
|
(5
|
)
|
|
$
|
4,765
|
|
|
$
|
344
|
|
|
For the three months ended March 31,
|
||||||
|
|||||||
|
2019
|
|
2018
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|||
Net earnings
|
$
|
206
|
|
|
$
|
98
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
44
|
|
|
47
|
|
||
Equity in earnings of unconsolidated affiliates
|
(7
|
)
|
|
(2
|
)
|
||
Gain on sales of investments and other assets, net
|
—
|
|
|
(8
|
)
|
||
Non-cash lease costs
|
37
|
|
|
—
|
|
||
Operating lease payments
|
(37
|
)
|
|
—
|
|
||
Distributions from unconsolidated affiliates, return on investment
|
3
|
|
|
1
|
|
||
Stock-based compensation cost
|
9
|
|
|
7
|
|
||
Change in valuation of equity and preferred securities, net
|
(142
|
)
|
|
7
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Net decrease in trade receivables
|
12
|
|
|
6
|
|
||
Net increase in prepaid expenses and other assets
|
(76
|
)
|
|
(14
|
)
|
||
Net decrease in accounts payable, accrued liabilities, deferred revenue and other
|
(106
|
)
|
|
(150
|
)
|
||
Net decrease in reserve for title claim losses
|
(5
|
)
|
|
(5
|
)
|
||
Net change in income taxes
|
58
|
|
|
31
|
|
||
Net cash (used in) provided by operating activities
|
(4
|
)
|
|
18
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities
|
194
|
|
|
189
|
|
||
Proceeds from calls and maturities of investment securities
|
62
|
|
|
120
|
|
||
Proceeds from sales of property and equipment
|
—
|
|
|
21
|
|
||
Funding of Cannae Holdings Inc. note receivable
|
(100
|
)
|
|
—
|
|
||
Additions to property and equipment and capitalized software
|
(22
|
)
|
|
(20
|
)
|
||
Purchases of investment securities
|
(322
|
)
|
|
(283
|
)
|
||
Net proceeds from sales and maturities of (purchases of) short-term investment securities
|
268
|
|
|
(51
|
)
|
||
Additional investments in unconsolidated affiliates
|
(1
|
)
|
|
(21
|
)
|
||
Distributions from unconsolidated affiliates, return of investment
|
17
|
|
|
19
|
|
||
Net other investing activities
|
(2
|
)
|
|
(1
|
)
|
||
Other acquisitions/disposals of businesses, net of cash acquired/disposed
|
—
|
|
|
(5
|
)
|
||
Net cash provided by (used in) investing activities
|
94
|
|
|
(32
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Debt service payments
|
—
|
|
|
(15
|
)
|
||
Equity portion of debt conversions paid in cash
|
—
|
|
|
(31
|
)
|
||
Dividends paid
|
(85
|
)
|
|
(82
|
)
|
||
Subsidiary dividends paid to non-controlling interest shareholders
|
(3
|
)
|
|
(2
|
)
|
||
Exercise of stock options
|
1
|
|
|
3
|
|
||
Net change in secured trust deposits
|
(113
|
)
|
|
(5
|
)
|
||
Payment of contingent consideration for prior period acquisitions
|
(6
|
)
|
|
(4
|
)
|
||
Purchases of treasury stock
|
(18
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(224
|
)
|
|
(136
|
)
|
||
Net decrease in cash and cash equivalents
|
(134
|
)
|
|
(150
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,257
|
|
|
1,110
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,123
|
|
|
$
|
960
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Dollars in millions)
|
||||||
Beginning balance
|
$
|
1,488
|
|
|
$
|
1,490
|
|
Change in reinsurance recoverable
|
(1
|
)
|
|
—
|
|
||
Claim loss provision related to:
|
|
|
|
|
|||
Current year
|
45
|
|
|
47
|
|
||
Prior years
|
—
|
|
|
—
|
|
||
Total title claim loss provision
|
45
|
|
|
47
|
|
||
Claims paid, net of recoupments related to:
|
|
|
|
|
|
||
Current year
|
(1
|
)
|
|
(1
|
)
|
||
Prior years
|
(48
|
)
|
|
(50
|
)
|
||
Total title claims paid, net of recoupments
|
(49
|
)
|
|
(51
|
)
|
||
Ending balance of claim loss reserve for title insurance
|
$
|
1,483
|
|
|
$
|
1,486
|
|
Provision for title insurance claim losses as a percentage of title insurance premiums
|
4.5
|
%
|
|
4.5
|
%
|
|
March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
269
|
|
State and political subdivisions
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
||||
Corporate debt securities
|
—
|
|
|
1,571
|
|
|
18
|
|
|
1,589
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
||||
Foreign government bonds
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
||||
Preferred securities
|
18
|
|
|
270
|
|
|
—
|
|
|
288
|
|
||||
Equity securities
|
635
|
|
|
—
|
|
|
—
|
|
|
635
|
|
||||
Other long-term investment
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
||||
Total assets
|
$
|
653
|
|
|
$
|
2,341
|
|
|
$
|
125
|
|
|
$
|
3,119
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
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
|
|
||||
Mortgage-backed/asset-backed securities
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Foreign government bonds
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||
Preferred securities
|
16
|
|
|
285
|
|
|
—
|
|
|
301
|
|
||||
Equity securities
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
Other long-term investments
|
—
|
|
|
—
|
|
|
101
|
|
|
101
|
|
||||
Total assets
|
$
|
514
|
|
|
$
|
2,266
|
|
|
$
|
118
|
|
|
$
|
2,898
|
|
•
|
U.S. government and agencies: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers.
|
•
|
State and political subdivisions: These securities are valued based on data obtained for similar securities in active markets and from inter-dealer brokers. Factors considered include relevant trade information, dealer quotes and other relevant market data.
|
•
|
Corporate debt securities: These securities are valued based on dealer quotes and related market trading activity. Factors considered include the bond's yield, its terms and conditions, or any other feature which may influence its risk and thus marketability, as well as relative credit information and relevant sector news.
|
•
|
Foreign government bonds: These securities are valued based on a discounted cash flow model incorporating observable market inputs such as available broker quotes and yields of comparable securities.
|
•
|
Mortgage-backed/asset-backed securities: These securities are comprised of commercial mortgage-backed securities, agency mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities. They are valued based on available trade information, dealer quotes, cash flows, relevant indices and market data for similar assets in active markets.
|
•
|
Preferred securities: Preferred securities are valued by calculating the appropriate spread over a comparable U.S. Treasury security. Inputs include benchmark quotes and other relevant market data.
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||
|
Other long-term
|
|
Corporate debt
|
|
|
|
Other long-term
|
|
Corporate debt
|
|
|
||||||||||||
|
investments
|
|
securities
|
|
Total
|
|
investments
|
|
securities
|
|
Total
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Fair value, beginning balance
|
$
|
101
|
|
|
$
|
17
|
|
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of assets associated with the adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
||||||
Transfers from Level 2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Transfers to Level 2
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Paid-in-kind dividends (1)
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Purchases
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sales and maturities
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net valuation gain included in earnings (2)
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value, ending balance
|
$
|
107
|
|
|
$
|
18
|
|
|
$
|
125
|
|
|
$
|
101
|
|
|
$
|
13
|
|
|
$
|
114
|
|
|
March 31, 2019
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
269
|
|
|
$
|
268
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
269
|
|
State and political subdivisions
|
98
|
|
|
96
|
|
|
2
|
|
|
—
|
|
|
98
|
|
|||||
Corporate debt securities
|
1,589
|
|
|
1,569
|
|
|
25
|
|
|
(5
|
)
|
|
1,589
|
|
|||||
Mortgage-backed/asset-backed securities
|
75
|
|
|
74
|
|
|
1
|
|
|
—
|
|
|
75
|
|
|||||
Foreign government bonds
|
58
|
|
|
61
|
|
|
—
|
|
|
(3
|
)
|
|
58
|
|
|||||
Total
|
$
|
2,089
|
|
|
$
|
2,068
|
|
|
$
|
30
|
|
|
$
|
(9
|
)
|
|
$
|
2,089
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Carrying
|
|
Cost
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||||
|
Value
|
|
Basis
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Fixed maturity securities available for sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agencies
|
$
|
225
|
|
|
$
|
226
|
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
225
|
|
State and political subdivisions
|
148
|
|
|
147
|
|
|
1
|
|
|
—
|
|
|
148
|
|
|||||
Corporate debt securities
|
1,503
|
|
|
1,510
|
|
|
6
|
|
|
(13
|
)
|
|
1,503
|
|
|||||
Mortgage-backed/asset-backed securities
|
60
|
|
|
59
|
|
|
1
|
|
|
—
|
|
|
60
|
|
|||||
Foreign government bonds
|
62
|
|
|
67
|
|
|
—
|
|
|
(5
|
)
|
|
62
|
|
|||||
Total
|
$
|
1,998
|
|
|
$
|
2,009
|
|
|
$
|
9
|
|
|
$
|
(20
|
)
|
|
$
|
1,998
|
|
|
|
March 31, 2019
|
||||||||||||
|
|
Amortized
|
|
% of
|
|
Fair
|
|
% of
|
||||||
Maturity
|
|
Cost
|
|
Total
|
|
Value
|
|
Total
|
||||||
|
|
(Dollars in millions)
|
||||||||||||
One year or less
|
|
$
|
301
|
|
|
15
|
%
|
|
$
|
300
|
|
|
14
|
%
|
After one year through five years
|
|
1,306
|
|
|
62
|
|
|
1,314
|
|
|
63
|
|
||
After five years through ten years
|
|
261
|
|
|
13
|
|
|
271
|
|
|
13
|
|
||
After ten years
|
|
126
|
|
|
6
|
|
|
129
|
|
|
6
|
|
||
Mortgage-backed/asset-backed securities
|
|
74
|
|
|
4
|
|
|
75
|
|
|
4
|
|
||
Total
|
|
$
|
2,068
|
|
|
100
|
%
|
|
$
|
2,089
|
|
|
100
|
%
|
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
U.S. government and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
(1
|
)
|
|
$
|
126
|
|
|
$
|
(1
|
)
|
Corporate debt securities
|
170
|
|
|
(3
|
)
|
|
371
|
|
|
(2
|
)
|
|
541
|
|
|
(5
|
)
|
||||||
Foreign government bonds
|
48
|
|
|
(2
|
)
|
|
10
|
|
|
(1
|
)
|
|
58
|
|
|
(3
|
)
|
||||||
Total temporarily impaired securities
|
$
|
218
|
|
|
$
|
(5
|
)
|
|
$
|
507
|
|
|
$
|
(4
|
)
|
|
$
|
725
|
|
|
$
|
(9
|
)
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
U.S. government and agencies
|
$
|
71
|
|
|
$
|
(1
|
)
|
|
$
|
117
|
|
|
$
|
(1
|
)
|
|
$
|
188
|
|
|
$
|
(2
|
)
|
Corporate debt securities
|
661
|
|
|
(8
|
)
|
|
301
|
|
|
(5
|
)
|
|
962
|
|
|
(13
|
)
|
||||||
Foreign government bonds
|
52
|
|
|
(3
|
)
|
|
10
|
|
|
(2
|
)
|
|
62
|
|
|
(5
|
)
|
||||||
Total temporarily impaired securities
|
$
|
784
|
|
|
$
|
(12
|
)
|
|
$
|
428
|
|
|
$
|
(8
|
)
|
|
$
|
1,212
|
|
|
$
|
(20
|
)
|
|
|
Three months ended March 31, 2019
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Sales and maturities of fixed maturity securities available for sale
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
235
|
|
Sales and maturities of preferred securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Sales of equity securities
|
|
4
|
|
|
—
|
|
|
4
|
|
|
41
|
|
||||
Valuation of equity securities
|
|
|
|
|
|
126
|
|
|
—
|
|
||||||
Valuation of preferred securities
|
|
|
|
|
|
11
|
|
|
—
|
|
||||||
Valuation of other long term investments
|
|
|
|
|
|
5
|
|
|
—
|
|
||||||
Impairment of lease assets
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
||||||
Total
|
|
|
|
|
|
$
|
142
|
|
|
$
|
300
|
|
|
|
Three months ended March 31, 2018
|
||||||||||||||
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains (Losses)
|
|
Gross Proceeds from Sale/Maturity
|
||||||||
|
|
(In millions)
|
||||||||||||||
Sales and maturities of fixed maturity securities available for sale
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
298
|
|
Valuation of equity securities
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
||||||
Valuation of preferred securities
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||||
Property and equipment
|
|
|
|
|
|
5
|
|
|
21
|
|
||||||
Total
|
|
|
|
|
|
$
|
1
|
|
|
$
|
319
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
|
(In millions)
|
||||||
Unsecured notes, net of discount, interest payable semi-annually at 4.50%, due August 2028
|
|
$
|
443
|
|
|
$
|
442
|
|
Unsecured notes, net of discount, interest payable semi-annually at 5.50%, due September 2022
|
|
398
|
|
|
398
|
|
||
Revolving Credit Facility, unsecured, unused portion of $800
|
|
(4
|
)
|
|
(4
|
)
|
||
|
|
$
|
837
|
|
|
$
|
836
|
|
Gross principal maturities of notes payable at March 31, 2019 are as follows (in millions):
|
|
||
2019 (remaining)
|
$
|
—
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
400
|
|
|
2023
|
—
|
|
|
Thereafter
|
450
|
|
|
|
$
|
850
|
|
|
Title
|
|
Corporate and Other
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Title premiums
|
$
|
992
|
|
|
$
|
—
|
|
|
$
|
992
|
|
Other revenues
|
481
|
|
|
53
|
|
|
534
|
|
|||
Revenues from external customers
|
1,473
|
|
|
53
|
|
|
1,526
|
|
|||
Interest and investment income, including realized gains and losses
|
190
|
|
|
6
|
|
|
196
|
|
|||
Total revenues
|
1,663
|
|
|
59
|
|
|
1,722
|
|
|||
Depreciation and amortization
|
39
|
|
|
5
|
|
|
44
|
|
|||
Interest expense
|
—
|
|
|
12
|
|
|
12
|
|
|||
Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates
|
292
|
|
|
(28
|
)
|
|
264
|
|
|||
Income tax expense (benefit)
|
71
|
|
|
(6
|
)
|
|
65
|
|
|||
Earnings (loss) before equity in earnings of unconsolidated affiliates
|
221
|
|
|
(22
|
)
|
|
199
|
|
|||
Equity in earnings of unconsolidated affiliates
|
7
|
|
|
—
|
|
|
7
|
|
|||
Net earnings (loss)
|
$
|
228
|
|
|
$
|
(22
|
)
|
|
$
|
206
|
|
Assets
|
$
|
8,567
|
|
|
$
|
1,080
|
|
|
$
|
9,647
|
|
Goodwill
|
2,463
|
|
|
264
|
|
|
2,727
|
|
|
Title
|
|
Corporate and Other
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Title premiums
|
$
|
1,036
|
|
|
$
|
—
|
|
|
$
|
1,036
|
|
Other revenues
|
516
|
|
|
102
|
|
|
618
|
|
|||
Revenues from external customers
|
1,552
|
|
|
102
|
|
|
1,654
|
|
|||
Interest and investment income, including realized gains and losses
|
38
|
|
|
1
|
|
|
39
|
|
|||
Total revenues
|
1,590
|
|
|
103
|
|
|
1,693
|
|
|||
Depreciation and amortization
|
40
|
|
|
7
|
|
|
47
|
|
|||
Interest expense
|
—
|
|
|
11
|
|
|
11
|
|
|||
Earnings (loss) before income taxes and equity in earnings of unconsolidated affiliates
|
163
|
|
|
(36
|
)
|
|
127
|
|
|||
Income tax expense (benefit)
|
40
|
|
|
(9
|
)
|
|
31
|
|
|||
Earnings (loss) before equity in earnings of unconsolidated affiliates
|
123
|
|
|
(27
|
)
|
|
96
|
|
|||
Equity in earnings of unconsolidated affiliates
|
1
|
|
|
1
|
|
|
2
|
|
|||
Net earnings (loss)
|
$
|
124
|
|
|
$
|
(26
|
)
|
|
$
|
98
|
|
Assets
|
$
|
8,276
|
|
|
$
|
742
|
|
|
$
|
9,018
|
|
Goodwill
|
2,434
|
|
|
313
|
|
|
2,747
|
|
•
|
Title.
This segment consists of the operations of our title insurance underwriters and related businesses. This segment provides core title insurance and escrow and other title-related services including trust activities, trustee sales guarantees, and home warranty products. This segment also includes our transaction services business, which includes other title-related services used in the production and management of mortgage loans, including mortgage loans that experience default.
|
•
|
Corporate and Other.
This
segment consists of the operations of the parent holding company, our real estate technology subsidiaries and our remaining real estate brokerage businesses. This segment includes the results of operations of Pacific Union International, Inc. ("Pacific Union") through September 24, 2018, the date we closed on the sale of all of our equity interest in, and notes outstanding from, Pacific Union. This segment also includes certain other unallocated corporate overhead expenses and eliminations of revenues and expenses between it and our Title segment.
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash paid for:
|
|
|
|
|
|
|||
Interest
|
|
$
|
22
|
|
|
$
|
15
|
|
Income taxes
|
|
6
|
|
|
2
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Change in proceeds of sales of investments available for sale receivable in period
|
|
$
|
(44
|
)
|
|
$
|
11
|
|
Change in purchases of investments available for sale payable in period
|
|
20
|
|
|
(4
|
)
|
||
Lease liabilities recognized in exchange for lease right-of-use assets
|
|
6
|
|
|
—
|
|
||
Remeasurement of lease liabilities
|
|
9
|
|
|
—
|
|
|
|
|
|
|
|
Three months ended March 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
|
|
$
|
440
|
|
|
$
|
472
|
|
Agency title insurance premiums
|
|
Agency title insurance premiums
|
|
Title
|
|
552
|
|
|
564
|
|
||
Home warranty
|
|
Escrow, title-related and other fees
|
|
Title
|
|
41
|
|
|
45
|
|
||
Total revenue from insurance contracts
|
|
|
|
|
|
1,033
|
|
|
1,081
|
|
||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
||||
Escrow fees
|
|
Escrow, title-related and other fees
|
|
Title
|
|
165
|
|
|
183
|
|
||
Other title-related fees and income
|
|
Escrow, title-related and other fees
|
|
Title
|
|
136
|
|
|
140
|
|
||
ServiceLink, excluding title premiums, escrow fees, and subservicing fees
|
|
Escrow, title-related and other fees
|
|
Title
|
|
83
|
|
|
94
|
|
||
Real estate technology
|
|
Escrow, title-related and other fees
|
|
Corporate and other
|
|
25
|
|
|
25
|
|
||
Real estate brokerage
|
|
Escrow, title-related and other fees
|
|
Corporate and other
|
|
7
|
|
|
76
|
|
||
Other
|
|
Escrow, title-related and other fees
|
|
Corporate and other
|
|
21
|
|
|
2
|
|
||
Total revenue from contracts with customers
|
|
|
|
|
|
437
|
|
|
520
|
|
||
Other revenue:
|
|
|
|
|
|
|
|
|
||||
Loan subservicing revenue
|
|
Escrow, title-related and other fees
|
|
Title
|
|
56
|
|
|
53
|
|
||
Interest and investment income
|
|
Interest and investment income
|
|
Various
|
|
54
|
|
|
38
|
|
||
Realized gains and losses, net
|
|
Realized gains and losses, net
|
|
Various
|
|
142
|
|
|
1
|
|
||
Total revenues
|
|
Total revenues
|
|
|
|
$
|
1,722
|
|
|
$
|
1,693
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In millions)
|
||||||
Trade receivables
|
$
|
273
|
|
|
$
|
284
|
|
Deferred revenue (contract liabilities)
|
106
|
|
|
105
|
|
2019 (remaining)
|
$
|
109
|
|
2020
|
122
|
|
|
2021
|
94
|
|
|
2022
|
67
|
|
|
2023
|
41
|
|
|
Thereafter
|
26
|
|
|
Total operating lease payments, undiscounted
|
$
|
459
|
|
Less: interest
|
40
|
|
|
Lease liability, at present value
|
$
|
419
|
|
2019
|
$
|
145
|
|
2020
|
121
|
|
|
2021
|
93
|
|
|
2022
|
68
|
|
|
2023
|
41
|
|
|
Thereafter
|
28
|
|
|
Total future minimum operating lease payments
|
$
|
496
|
|
•
|
mortgage interest rates;
|
•
|
mortgage funding supply;
|
•
|
housing inventory and home prices; and
|
•
|
the strength of the United States economy, including employment levels.
|
|
2021
|
|
2020
|
|
2019
|
|
2018
|
||||||||
Purchase transactions
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
Refinance transactions
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
||||
Total U.S. mortgage originations forecast
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
Consolidated Results of Operations
|
|
|
|
||||
Net Earnings.
The following table presents certain financial data for the periods indicated:
|
|||||||
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Revenues:
|
|
|
|
||||
Direct title insurance premiums
|
$
|
440
|
|
|
$
|
472
|
|
Agency title insurance premiums
|
552
|
|
|
564
|
|
||
Escrow, title-related and other fees
|
534
|
|
|
618
|
|
||
Interest and investment income
|
54
|
|
|
38
|
|
||
Realized gains and losses, net
|
142
|
|
|
1
|
|
||
Total revenues
|
1,722
|
|
|
1,693
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
592
|
|
|
607
|
|
||
Agent commissions
|
421
|
|
|
431
|
|
||
Other operating expenses
|
344
|
|
|
423
|
|
||
Depreciation and amortization
|
44
|
|
|
47
|
|
||
Provision for title claim losses
|
45
|
|
|
47
|
|
||
Interest expense
|
12
|
|
|
11
|
|
||
Total expenses
|
1,458
|
|
|
1,566
|
|
||
Earnings before income taxes and equity in earnings of unconsolidated affiliates
|
264
|
|
|
127
|
|
||
Income tax expense
|
65
|
|
|
31
|
|
||
Equity in earnings of unconsolidated affiliates
|
7
|
|
|
2
|
|
||
Net earnings
|
$
|
206
|
|
|
$
|
98
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Revenues:
|
|
|
|
||||
Direct title insurance premiums
|
$
|
440
|
|
|
$
|
472
|
|
Agency title insurance premiums
|
552
|
|
|
564
|
|
||
Escrow, title-related and other fees
|
481
|
|
|
516
|
|
||
Interest and investment income
|
48
|
|
|
37
|
|
||
Realized gains and losses, net
|
142
|
|
|
1
|
|
||
Total revenues
|
1,663
|
|
|
1,590
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
551
|
|
|
579
|
|
||
Agent commissions
|
421
|
|
|
431
|
|
||
Other operating expenses
|
315
|
|
|
330
|
|
||
Depreciation and amortization
|
39
|
|
|
40
|
|
||
Provision for title claim losses
|
45
|
|
|
47
|
|
||
Total expenses
|
1,371
|
|
|
1,427
|
|
||
Earnings from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
292
|
|
|
$
|
163
|
|
Orders opened by direct title operations (in thousands)
|
438
|
|
|
478
|
|
||
Orders closed by direct title operations (in thousands)
|
263
|
|
|
313
|
|
||
Fee per file
|
$
|
2,567
|
|
|
$
|
2,344
|
|
|
Three months ended March 31,
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
||||||
|
2019
|
|
Total
|
|
2018
|
|
Total
|
||||||
|
(Dollars in millions)
|
||||||||||||
Title premiums from direct operations
|
$
|
440
|
|
|
44
|
%
|
|
$
|
472
|
|
|
46
|
%
|
Title premiums from agency operations
|
552
|
|
|
56
|
|
|
564
|
|
|
54
|
|
||
Total title premiums
|
$
|
992
|
|
|
100
|
%
|
|
$
|
1,036
|
|
|
100
|
%
|
|
Three months ended March 31,
|
||||
|
2019
|
|
2018
|
||
Opened title insurance orders from purchase transactions (1)
|
65
|
%
|
|
66
|
%
|
Opened title insurance orders from refinance transactions (1)
|
35
|
|
|
34
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
||
Closed title insurance orders from purchase transactions (1)
|
66
|
%
|
|
62
|
%
|
Closed title insurance orders from refinance transactions (1)
|
34
|
|
|
38
|
|
|
100
|
%
|
|
100
|
%
|
|
Three months ended March 31,
|
||||||||||||
|
2019
|
|
%
|
|
2018
|
|
%
|
||||||
|
(Dollars in millions)
|
||||||||||||
Agent premiums
|
552
|
|
|
100
|
%
|
|
564
|
|
|
100
|
%
|
||
Agent commissions
|
421
|
|
|
76
|
%
|
|
431
|
|
|
76
|
%
|
||
Net retained agent premiums
|
$
|
131
|
|
|
24
|
%
|
|
$
|
133
|
|
|
24
|
%
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Revenues:
|
|
|
|
||||
Escrow, title-related and other fees
|
$
|
53
|
|
|
$
|
102
|
|
Interest and investment income
|
6
|
|
|
1
|
|
||
Total revenues
|
59
|
|
|
103
|
|
||
Expenses:
|
|
|
|
||||
Personnel costs
|
41
|
|
|
28
|
|
||
Other operating expenses
|
29
|
|
|
93
|
|
||
Depreciation and amortization
|
5
|
|
|
7
|
|
||
Interest expense
|
12
|
|
|
11
|
|
||
Total expenses
|
87
|
|
|
139
|
|
||
Loss from continuing operations, before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
(28
|
)
|
|
$
|
(36
|
)
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||
1/1/2019 - 1/31/2019
|
|
60,000
|
|
|
$
|
31.86
|
|
|
60,000
|
|
|
24,280,000
|
|
2/1/2019 - 2/28/2019
|
|
135,000
|
|
|
34.86
|
|
|
135,000
|
|
|
24,145,000
|
|
|
3/1/2019 - 3/31/2019
|
|
315,000
|
|
|
35.59
|
|
|
315,000
|
|
|
23,830,000
|
|
|
Total
|
|
510,000
|
|
|
$
|
34.96
|
|
|
510,000
|
|
|
|
(1)
|
On July 17, 2018, our Board of Directors approved the 2018 Repurchase Program, effective August 1, 2018, under which we may purchase up to 25 million shares of our FNF common stock through July 31, 2021.
|
(2)
|
As of the last day of the applicable month.
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following materials from Fidelity National Financial, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Earnings, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
|
Date:
|
April 26, 2019
|
FIDELITY NATIONAL FINANCIAL, INC.
(registrant)
|
|
|
|
|
By:
|
/s/ Anthony J. Park
|
|
|
|
|
Anthony J. Park
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Raymond R. Quirk
|
|
|
Raymond R. Quirk
Chief Executive Officer |
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
By:
|
|
/s/ Anthony J. Park
|
|
|
Anthony J. Park
Chief Financial Officer
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Raymond R. Quirk
|
|
|
Raymond R. Quirk
|
|
|
Chief Executive Officer
|
|
1.
|
The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
2.
|
The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Anthony J. Park
|
|
|
Anthony J. Park
|
|
|
Chief Financial Officer
|
|