Daniel Murphy – Senior VP, Finance and Investor Relations Bill Foley – Chairman of the Board of Directors Alan Stinson – CEO Raymond R. Quirk − President Tony Park − CFO

Robert Napoli – Piper Jaffray Darrin Peller – Lehman Brothers Gary Gordon – Portales Partners Nick Fisken – Stephenss Inc. Nate August – KBW Geoffrey Dunn – Dalion Partners (ph)[Author ID1: at Thu Jul 24 17:04:00 2008 ] Andrew Vindigni – General American Rajeev Patel – SuNOVA Tim Ryan – Oppenheimer Funds Brian Roman – Robeco Investment Management,

Thanks, and good morning everyone and welcome to our second quarter earnings conference call. Joining me today are Bill Foley, Chairman of the Board; Al Stinson, our Chief Executive Officer; Randy Quirk, President; and Tony Park, CFO.

We will follow our usual format. Bill Foley will begin with a brief strategic overview, Al Stinson will review our non-title businesses, Randy Quirk will provide an update on the title business, and Tony Park will walk through the financials.

This conference call may contain forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.

Forward-looking statements are based on management’s beliefs, as well as assumptions made by and information currently available to management. Because such statements are based on expectations as to future economic performance and are not statements of facts, actual results may differ materially from those projected.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic and business and political conditions, including changes in the financial markets; adverse changes in the level of real estate activity which may be caused by—among other things—high or increasing interest rates, a limited supply of mortgage funding or a weak U.S.

economy; our potential inability to find suitable acquisition candidates; acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus or difficulties in integrating acquisitions; our dependence on operating subsidiaries as a source of cash flow; significant competition that our operating subsidiaries face; compliance with extensive government regulations of our operating subsidiaries; and other risks detailed in the statement regarding the forward-looking information, risk factors and other sections of the company’s Form 10-K and other filings with the SEC. The conference call is being recorded.

You may access the replay on our website at FNF.com, or be on the telephone beginning at noon Eastern today through next Thursday, July the 31st. Replay number is 800-475-6701 with an access code of 953610.

We may now turn over the call to our chairman, Bill Foley.

Thanks Dan. We continue to navigate our way through an extremely challenging market during the second quarter.

Title order accounts continuing to weaken, focused on reducing our personnel costs, downsizing our operations, refine the size of our title operations, (inaudible 00:03:13) Randy Quirk, as our cost-cutting efforts. And to our other businesses, we continued to make progress on monetizing the value of some of those assets.

In early June we announced the sales of 20% of our 40% ownership stake possessed by the United Health Group, receiving approximately $54 million in proceeds. Our investment, related to this 20% stake was approximately $29 million which includes our share of income since our original investment of $26 million in January of 2006.

This sale resulted in more than a double on our original investment and we recorded a $25 million pre-tax gain in the quarter. We believe the sales of this portion of our Sedgwick ownership stake provided another example of our ability to increase significant value for our share holders.

Our ownership percentage of Sedgwick is now 32%. We also continue to move to the process on specialty insurance, as multiple parties have expressed interest and we expect to be in the position to announce the signing of a dependent agreement in the upcoming months.

At Cascade, we are still working on several projects related to the remaining Bull Springs, Gilchrist, and Mazama parcels, including filing resort applications, seeking entitlements for development and the potential sale of the land. We remain confident that we will be able to create meaningful value from this asset for our shareholders.

Both Ceridian and Remy continue to make progress on their efforts to improve their operations and ultimately their financial performance. These are the most likely medium-term versus short-term value and opportunities.

We continue to repurchase shares of our common stock during the second quarter. In total, we repurchased 2.2 million shares from late April through June at a total cost of about $33 million.

Initiating this buyback in the spring of '07, we have repurchased of total nearly 12 million shares of the available 25 million share authorization for a total cost of approximately $216 million. Finally, our Board declared a third-quarter dividend yesterday, and we anticipate maintaining their dividend at $0.30 per share per quarter through 2008.

However, we do continually assess our capital allocation strategy and weigh the benefit of continuing to pay the dividend at this current level versus reducing debt, repurchasing our stock or conserving cash. At this point we have been able to maintain the dividend and also repurchase the shares.

We will continue to access our capital allocation strategy as we plan for 2009, and we remain dedicated to the most efficiently returning capital and maximizing value for our share holders. I will now turn the call over to Alan Stinson.

While the environment in the title business is very difficult, some of our other businesses are enjoying strong operating performance. Specialty insurance revenue was $97 million for the second quarter, a decline of $7 million from the second quarter of 2007.

Flood insurance generated $40 million in revenue, a 5% growth rate from the second quarter of 2007. Personalized insurance contributed 35 million in revenue, a $5.6 million decline from the second quarter of 2007 as we remain focused on strong underwriting standards and profitable growth versus absolute revenue growth.

The homeowners business produced a loss ratio of 57% for the quarter. Home warranty produced $15 million in revenue during the second quarter in January did a pre-tax margin of 20%; consistent with its recent performance despite the significant slowdown in real estate activity in the western United States.

The entire segment pre-tax profit was $13.2 million and the pre-tax margin was 13.6%. It increased over the prior year of pre-tax margin of 13.4%.

While we do not consolidate the results of Sedgwick, they produced revenue of $171 million in EBITDA and 26 million for a greater than 15% EBITDA margin for the second quarter. The EBITDA margin was a 15% increase over the second quarter of 2007 margin.

Sedgwick continues to perform well and is an attractive asset, as evidenced by our successful sale of 20% of our ownership stake in June. We currently own 32% of Sedgwick.

We also did not consolidate the results of Ceridian, but they produced revenue of $407 million and EBITDA of $93 million and an EBITDA margin of 23%. We are pleased with the efforts that Ceridian has made in the first six months of our investment in the face of a difficult operating environment, and the company will continue to seek further progress on improving the operations and financial performance through the remainder of 2008 and in the 2009.

We own 33% of Ceridian. Our actual loss recorded at FNF was approximately $5 million, and Ceridian had an interest expense of $78 million and purchase price to amortization of about $40 million.

Let me turn the call to Randy Quirk to comment on the title insurance business.

Thank you, Al. Our total open-order volumes continued to weaken throughout the second quarter, despite the fact that we were operating in a normally and seasonally strong spring and summer months.

For the entire quarter, we opened 462,600 total orders for a quarterly average of 7,200 open orders per business day, a sequential decline of approximately 19% from the first quarter of this year and a 26% decline from the second quarter of 2007. Looking at it monthly, we opened 7,700 orders per day in April; 7,500 orders per day in May, and 6,500 orders per day in June.

Refinance orders as a percentage of total orders decreased in the second quarter, comprising approximately 53% of open order volumes and 57% of closed orders for the second quarter versus approximately 66% and 67% respectively in the first quarter. Finally, July open-order counts have been relatively flat with the June open order level of approximately 6,500 open orders per day.

Obviously, with declining order counts during the quarter, we remained focused on continuing to appropriately manage the ongoing reduction in our headcount. We began the quarter with approximately 10,000 employees in the direct field operations and ended the quarter with approximately 8,800—a reduction of about 1,200 positions or 12% during the second quarter.

We also eliminated approximately 400 positions in other areas of the company, including agency operations, administrative areas, and corporate department. However, the majority of these reductions came in the month of June, particularly in the last two weeks of the month.

While our reporting results did not see any real benefit from these late quarter staff reductions, we do expect to see lower personnel cost in the third and fourth quarter as a result of these significant staffing reductions. We also continued to close title in escrow branches that no longer make economic sense to operate given the order volumes that we are currently experiencing.

We closed approximately 90 branches during the second quarter with an accelerated lease termination cost of approximately $10 million. We will continue to monitor order counts very closely.

We are prepared to continue to shrink the size of our workforce if order counts dictate the need to do so. We remain committed to maximizing our profitability in all market environments.

The commercial title business remains relatively solid, although it did show a sequential decline in revenue. We opened approximately 16,200 commercial orders in our national commercial divisions, closed approximately 9,400 commercial orders, generating nearly $61 million in revenue.

This was consistent with the 16,200 open orders and the 9,600 closed orders in the first quarter. The revenue was down from roughly $3 million as the commercial (inaudible 00:11:48) profile declined to $6,400 versus $7,500 in the first quarter.

Commercial order counts were down approximately 20% from the second quarter of 2007. Commercial revenue accounted for approximately 19% of total direct title premiums in the second quarter.

Let me now turn the call over to Tony Park for review of financial highlights.

Thank you, Randy. FNF generated $1.2 billion in revenue for the second quarter with pre-tax earnings of $14 million, net earnings of $7 million and cash flow from operations of $13 million.

Those reported results include three material events. First, we recorded a $25 million pre-tax gain from the sale of 20% of our Sedgwick investment.

Second, we recorded a $10 million abandoned lease expense from the second quarter, resulting from the acceleration of the present value of remaining lease obligations and the write-off of the net book value of lease hold improvements from those branches we decided to close on the second quarter. This had a negative impact on earnings in the second quarter but it will be a benefit to future quarters.

Finally, we decided to increase our provision for losses to 8.5% for the whole year 2008, resulting in a 9.5% provision for the second quarter. This increased provision was a $15 million drag on earnings in the second quarter.

The title segment generated $1 billion in total revenue for the second quarter, a decline of 24% from the second quarter of 2007 and a 3% sequential decline from the first quarter. Personnel cost of $341 million were down $85 million or 20% versus the second quarter of 2007, an increase by $6 million or 2% sequentially from the first quarter.

As Randy mentioned, we did reduce total head-count by approximately 1,600 positions, primarily in the second half of the month of June. We expect to see the benefit of those reductions in the third and fourth quarters.

Other operating expenses of $261 million actually showed an increase of $27 million or 12% from the second quarter of 2007, and a sequential increase of $53 million or 25% from the first quarter. Three major items caused these increases.

As I mentioned earlier, we recognized $10 million in abandoned lease expenses in the second quarter, neither the first quarter of 2008 nor the second quarter of 2007 have these cost. Again, we will see a future benefit from the lower lease expense due to these branch closures.

Second we recorded a $23 million gross up to both revenue and expense, due to pass-through default business in our service-linked title operation. This accounting gross have caused the expenses to look higher than they really are when viewed in isolation.

When analyzed with the similar $23 million increase in revenue, there’s no bottom-line impact. The first quarter this year had $12 million in default gross up, while the second quarter of 2007 has none.

Third, earnings credits from off balance sheet escrow deposits continues to decline, tracking the significant decline in the order volume, and thus escrow balances, as well as declining short-term interest rates. We experienced the $23 million decline in earnings credit in the second quarter versus the second quarter of 2007, and a $10 million sequential decline from the first quarter.

These three items accounted for a $56 million increase in other operating expenses in the second quarter versus the second quarter of 2007, and $31 million sequential increase from the first quarter The provision for title claims was $71 million or 9.5% for the second quarter. During the second quarter, we made this decision to increase the provision for losses for the policy year 2008 to 8.5%.

We saw some minor adverse development of 10 basis points in policy years 2003, 2006, and 2007, in the ultimate expected loss experience according to auctorial model and 20 basis points in policy year 2005. Policy years 2003 through 2007 are projected to produce ultimate ratios between 6.8% and 7.7%, which is slightly higher than the projected ultimate loss ratio of 6.7% to 7.6% of the model predicted in March.

Given the slight increase in ultimate expected losses, we decided the prudent treatment was to increase our provision to 8.5% for full year 2008. Actual title claims paid in the second quarter was $67 million, resulting in an increase of $3 million to the title reserves.

Debt on our balance sheet primarily consists of the $490 million in senior notes due in 2011 and 2013. The $535 million drawn under our credit facility to primary fund our Ceridian investment and debt at Fidelity National Capital, the vast majority of which is non-recourse.

The debt to total capital ratio was 27.5% at June 30th. Finally, our investment portfolio total $4.3 billion at June 30th.

There are approximately $2.9 billion of legal regulatory and other restrictions on some of those investments, including secured trust deposit of approximately $650 million and statutory premium reserves for underwriters of approximate $1.5 billion. There are also some other restrictions, including less liquid investment like our ownership stakes in Sedgwick, Ceridian and Remy, cash held as collateral in our securities lending program, and working capital needs at some underwritten title companies, all of which total approximately $750 million.

So of the gross $4.3 billion, approximately $1.4 billion was theoretically available for use with about $1.3 billion held at regulated underwriters at approximately $100 million in non-regulated entities. In addition to $100 million available, we also have approximately $175 million of dividend capacity from our underwriters for the remainder of 2008, for a total $275 million in available cash for the rest of the year.

We also have $565 million in available capacity under our revolving credit facility. Let me now turn the call back to our operator to allow for any questions.

Good morning.

Good morning.

Now, a question on liquidity and you went over that in detail and I’ll have to go back through the notes, but debt capital 27.5% today in some of the other metrics, what are the –what is the $275 million of cash available, the best thing to look at and this credit crunch, the access to capital obviously, there’s a little bit different than maybe it was six months ago, certainly a year go, what can—what is—what can you take, what are you comfortable with on debt to capital and is that 275 of cash available that we should look at, we’re thinking about dividends and buybacks and—?

Bob, the ratios need to stay probably, below about 30% to 35% for us to continue to maintain a financial, an “A” financial strength rating, which is vital to the industry. So we are not going to be doing anything that would take that debt to total cap much above 30 to be on the safe side.

So yes, you can look at the cash available as a sort of a metric to see how much margin for error we have. In addition, we will generate substantial proceeds when we sell specialty insurance, which will raise a considerable amount of additional cash.

Do you have, can you give a range of what you think Al, that special insurance will...?

Oh Bob, I really can’t. I hate to do that at this point, it’s a little premature.

Okay. And with the expense cut you guys made in June, the office closing, how much does that on a run-rate basis take down your expenses as we go into the third quarter?

Well, the personnel reductions will bring down the overall labor expense on an annual run-rate of about $110 million. So note of $100 million.

We will not see the full benefit of that in the third quarter because some of the commissions and salaries that we all float over on the first week of July. We will get the full benefit on August and September and certainly on the fourth quarter.

Is there much more you can do at this point?

Yes, I believe we can. We are going to continue this as a continual process.

We are still actively involved in reductions. And in fact, we are going to be very aggressive in the third quarter and year end in some parts of the country that may require taking down another 10% to 15%.

So, it’s a continual process, we are going extend our metrics and our labor ratios and we will still have more than we can and we can also accomplish more in terms of the merging of our operation throughout the country.

Okay. I guess the good news is California regulators can’t say you make too much money, anymore.

Just a last question, a big picture. You guys have had the highest margins in the industry for a long time, and if you guys are struggling in this market very, very tough market, your competitors, many of them have to be struggling more.

Is there—are there opportunities in this environment or would you even have any interest in mergers where you can cut out substantial cost that there may have opportunities out there?

Bob, historically accident has always been most active in adverse market conditions, and that's what we required most of our significant assets in terms of underwriters; have been in more or less in best situation. And that's one reason why in my opening comments, I made a reference to capital allocation and possible preservation of cash, because we've been very aggressive repurchasing shares and with the ongoing payment of the dividend.

However, as the market has deteriorated, we believe that there would be some opportunities and with other underwriters or other large operations across the country to perhaps consolidate for really the benefit of the shareholders of those companies as well as our own shareholders, so that's really about we like Al and myself, and Tony and Randy would capture our remarks in a very conservative light and—position to preserve cash.

Thanks Bill, I think that makes sense, thank you.

Thanks, two thoughts on the provision increase, can you comment on the underlying claim increases you've been seeing and really compare that to the provision increase, and it seems like the provision increase a 100 basis points. I mean the claim is, probably went out—I don't think they were up that much, but maybe you can just comment on how conservative you're really being there?

I think if you look at the 8.5% relative to years we've had historically, that is very conservative, I think, we did have two years in the very early part of this decade that saw ultimate loss-ratios reach that point. But since then we haven't seen anything go higher than 7.7%.

So, part of that 8.5% is to address some pretty minor adverse development in the last couple of years and the rest really is more, to be conservative, given the volatility that we've seen in our claim. We are watching that closely and each quarter, each month, we analyze the claims experience and expect to provide that 8.5% for the remainder of the year.

Okay, so basically it's fair to say that you're seeing kind of at most around a 7.7% claim loss scenario on prior policy years, but you're providing, I guess that 80 basis points higher than that and for business.

That's correct Darrin.

Okay, and then you might have mentioned this before, but on the investment income, what was the drop-off related to and if you already said it, I apologize for that, but if you would repeat…

Bob, the interest in investment income decreased relates really to some declining balances, declining short-term rates, and then our securities lending program grosses up both interest in coming interest expense, and that declined I think close to $4 million in both interest and incoming interest expense, so the net didn't change in that program, but it did so, the impact to the top line.

So looking forward, I mean, can you give a sense of what we should be expecting?

The current quarter was at about $30 million, I think $35 million is probably a better run-rate.

Okay, thanks guys.

Okay, thank you, two questions, one on Ceridian. You said there is $5 million lost in the second quarter, was there anything unusual in the quarter?

You described a tough environment, but anything you should be on that and are there any sort of changes in operations planned for the second half that would change that number materially?

Really nothing unusual at all, as a matter of fact, the performance was very good, EBITDA was $93 million, well above the prior year, a nice growth rate, EBITDA margin of 23%, but of course it's highly-levered transaction and we have a lot of interest cost, and we have purchase price amortization which of course is non-cash, so when you put that all together. You end up with a loss, but because of those two factors, and then our share of the loss that we record is $5 million, but nothing unusual at all, as matter of fact we are quite pleased with the investment.

Okay, thanks. Second question, putting aside the dividend for the moment and looking at your potential use of cash, buying back your own stock versus dealer opportunities, has there been a slope in the LDL market which could suggest very good opportunities versus buying your own stock, how do you think about that trade off?

Well, again that really goes back to the answer that I gave Bob earlier and that is we really want to be prepared, to be flexible relative to having cash on hand. Where if an opportunity develops, we can execute against it and we have over $500 million of un-drawn capacity under our credit facility, and so what we’re really trying to balance now is how much—how—what our dividend rates should be and with the stock back rate—the stock buyback rate should be, and preservation of cash for potential reacquisition opportunities and frankly, every time you buy back a share of stock we reduce our equity capitalization, and therefore we certainly now put pressure on our debt to cap ratio and if we still earn our dividend, the same thing is true with our dividends.

That’s kind of the best answer I can give you but we do think that there’s going to be some opportunities within our industry which is validation as we go further during the next year.

Okay, thank you.

Good morning, everybody.

What’s our tax basis on specialty?

Nick, I believe it’s approximately 180 million. We confirmed that up and then get back to you but I think that’s close.

And you guys expect to have more lease termination charges in the second half of this year?

Yes –

We’re scheduled to have 35 to 40 more branch closures in the third quarter. We don’t know about the fourth quarter yet.

And last question, how much do have invested in Remi?

$80 million.

Eight, zero?

Yes, right.

Thanks so much.

Good morning, gentleman. First question, looks like you might have restated your last years’ commercial numbers, just want to get a little bit of color on what went on there?

Yes. The first and second quarter were roughly the same in terms of open-order volume and closed order volume.

On the go forward, we expect to see a little softening in the second half but still a pretty solid and pretty consistent market. We are seeing in the property stake a longer the close deal floated longer than to close in but the attacking of the credit situation, the market seems to be moving more towards the single side in the small office retail sector.

So, overall, we see a consistent second half maybe a bit softer in the first half.

Okay, thank you. I was actually looking at informed and order count standpoint, it look like order counts for ‘07 were redone a little and just want to get an idea if there was anything specifically behind that.

Any change in the way you viewed commercial order, open orders or anything like that?

No, I don’t believe so.

Alright. Any color also on the tax rate, was it low this quarter given of -- on the realized gains?

It’s really lowered but if you look at the component of our earnings and project that through the end of the year, a large portion of our earnings are based on tax-free earnings. So, it’s 29.5%.

It’s a little confusing because we have the equity investment earnings that’s below line. You really have to combine that with the pretax earnings and you get a 29.5% year-to-day tax provision.

Okay, that’s helpful, thank you. And then just last question, in general you’ve given maybe a little bit of color on what you thought specialty assets could be worth, any color right now, just a general range right now?

I don’t think we want to give that. We’re very close, within the next month or so we’ll be announcing something and they will hear the number there.

Okay fair enough, thank you.

Thanks. Good morning.

More of a high-level question on the industry, given the difficulty and environment we’re in and could proceed into further—I think you did a good job laying out your capital resources but do you think we're entering a stage in the market where actually capitalization could be threatened by certain players in the industry?

I am going to answer this way. There are plenty of people that do − that are pointing to that that did show a recent Fitch report on the right (ph 00:33:08) risk-adjusted capital ratios who certainly indicate that the industry in total has suffered a decline in liquidity.

So, how serious it gets to be? I cannot tell you, but there has certainly been a change over the last couple of years.

There is no question about it. We remain very solid, however, on all those ratios that you see both in the DemeTECH (ph 00:33:34) service and Fitch.

Okay. I asked the question based on your indication that there might be consolidation opportunities.

How do you weigh a potential consolidation opportunity versus maybe just taking customer away from a competitor?

Geoff, our goal is to take every customer away from every competitor. Yes.

We are balancing that right now because of the market is so difficult and Randy is doing an excellent job in reducing staff and consolidating operations. But we do actually − we are actually hiring sales representatives, escrow officers, and people that control customers from a number of our competitors as they now started accelerating their own consolidation efforts and started reducing the size of their staff, introducing open reach of their operation.

So we are doing that and I just believe we need to have cash available so we can be opportunistic if the right situation develops.

Okay, thanks.

Hi. Thanks for taking my question.

I do not believe I have the same expertise as the group of people that asked questions previously, but I will give it a try. Anyway, I have several questions here.

First of all, the let's see, looking at the release, I am just trying to understand the business here. June was slower than May, May was slower than April.

Is that a normal seasonal pattern?

No, actually that is not a normal seasonal pattern. Typically, the second quarter of the springtime, we do get a little bit of lift from the resale market.

We did see additional resale transaction closing in the second quarter but the re-price came down significantly so a little bit of departure from prior years.

Okay.

For some of those kind of questions, Dan Murphy can give you a great deal of color if you call him offline. He is our director of investment relations.

No, I appreciate that, but it’s sort of an interesting issue to open up that the seasonality of the business is not quite evolving the way you thought. Next question, reserving.

You did take the higher reserve. Could you just explain again why you are up to 8.8%?

8.5%.

I am sorry.

We have seen some minor adverse development in the last few years and in fact we have seen that recur over the course of really the last, I want to say, four quarters.

Does that relate to this increase in foreclosures and the decline in housing demand? Is it also tied-in together?

Not directly. I mean there is a theory that there is some correlation in terms of maybe from acceleration of claims that you would not otherwise see that are being accelerated and showing up in our numbers that might not ultimately produce higher loss ratios.

Right.

But because we are seeing a large number of foreclosures, and that generated a transaction in a title surge that some of these claims maybe coming in, that we see and at this point that in the early stages, you cannot tell if it is acceleration or truly just a poor performance. So, to be conservative, we have increased our loss prevention.

So you cannot put your thumb on it yet and say, or your finger on it and say, this is related to the increase of foreclosures and you are just seeing adverse development?

That is right.

Next question, the dividend. It is $0.30 a quarter and I know you got a lot of cash.

I know you sold the Sedgwick piece, but you are not earning it. You certainly have not earned it year to date.

With the cost cuts that you have implemented and I think you said it was close to $100-million annualized cost cut in June. All other things being equal, and that is sort of tough way to look at things, do you envision yourself earning the dividend on an operating basis by the fourth quarter?

No.

No, okay.

I can tell you there is no chance.

No chance.of a $0.30 dividend in the fourth quarter.

So a snowflake’s chance in Jacksonville, huh?

That is correct.

Okay. Last question and I am sorry to ask so many.

The investment portfolio, I did see gains. Well, actually you took some FNTPs some realized gains and losses.

You may have explained it already, but could you just tell what they are and also do you own any Fannie or Freddie preferred or Bank Trust preferred?

No. To the second question.

The first question, if we have the consolidated result, we had the $25 million dollar gain on the sale of Sedgwick which we have discussed.

Got that.

We also had some impairment. The accounting rules are pretty stringent in terms of how you analyze your investments and you do not have a long time to look at it so any investment that you goes into a loss position needs to be analyzed and if it fits loss position for longer than six months, often you have to book an impairment even if you do not feel like that security is ultimately is going to be realized as a loss.

So we have had a roughly $10 million dollars and other than temporary impairments recorded in the quarter.

But we also have come up with this term OTTI and people just buzz it around but you are saying that there is about $10 million dollars in that quarter?

That is correct.

Okay, great. Thank you very much.

Let me get back to --

Sure.

Your questions on, could we conceivably earn the $0.30 dividend in the fourth quarter—and I most probably will flip it in saying not a chance because frankly we do not give projections. We do not give guidance.

We do not know. But we did.

You saw what we earned in the second quarter. You heard what we are doing on cost savings and so on but we just cannot make that kind of projection.

Thank you very much. I appreciate the taking my questions.

Yep.

Hi. Good morning.

Let’s go further up on trying to get a forward-looking comment out of you. Can you give us a sense for what you think of the reasonable type of margin target in this difficult environment in the second half, I mean, assuming that you do not have a volume pick up and at the volume picture plays out at the current system.

Well, our goal for the title of margin on our title business, we’re trying to maintain a minimum of 12% margin and we are not able to do that in this environment. The margin in the second quarter was impacted by several non-recurring items including the lease charge.

There will be another smaller lease charge in the second quarter, in the third quarter, and probably another one in the fourth quarter to be more modest in nature. So our goal would be to certainly improve our margin going forward in title operation.

It is unlikely we are going to get or pass minimum goal of 9% to 10% operating margin in our title group in this environment.

How—I mean the lease charge was I guess $10 million or about a percent or so and then the catch up in the claim lots reserve I guess was another percent extra roughly—

That’s right.

So, adjusted we would be at 3% or so but the volumes obviously are going down. The closed orders are going to be lower in the third quarter.

The third quarter will be comparable to the second quarter although orders have been declining then we will get the benefit of our run-rate reduction in our personnel savings that were incorporated in the second quarter which were significant it ended up being about 16% — 15% of our overall employee base and then again the lease charges that were taken in the second quarter we will get the benefit of those (inaudible 00:42:16) but it will be very difficult for us to achieve the 9% or 10% margin.

Right. I do not think anyone is dreaming of 9% or 10% at this point.

And this is — I mean it is obviously the worst kind of environment for you is when volumes are declining and you are sort of constantly running behind in terms of getting to optimum size for the current amount of business. I mean if we just had volume stabilized at low level and you can finally catch up with the cost cuts.

Do you have a sense for what margins would be at that point? I mean, even before we get a volume recovery just as we stabilize at low level.

I believe we would get back to this 8%, 9%, 10% operating margin.

Even at these low levels?

Even at these low levels.

Okay. Thanks guys.

Hi! Could you give a book value on your insurance business and give some sort of metric on your flood business, in terms of EBITDA margins or course basis or something to give an idea as to how we should value it?

Hi! Could you give a book value on your insurance business and give some sort of metric on your flood business, in terms of EBITDA margins or course basis or something to give an idea as to how we should value it?

The book value is $230 million.

Is that for the whole thing or—?

Is that for the whole thing or—?

That’s for the entire piece except the whole marquee (ph 00.43.44) business which is not for sale.

But conceptually, the flood business probably should not be valued on book value because it is fee-based. What metric should we use on that in order to get a rough idea in terms of what is worth or what it should sell for?

Without giving the price obviously?

But conceptually, the flood business probably should not be valued on book value because it is fee-based. What metric should we use on that in order to get a rough idea in terms of what is worth or what it should sell for?

Without giving the price obviously?

The flood business is part of the insurance company so you can’t – you couldn’t break out the book value separate because it is an underwriter even though it’s reinsured by the federal government. I don’t know how to answer the question on what kind of valuation you’d put on that separately.

Alright. Thanks.

Alright. Thanks.

Thanks for taking the questions. Bill, just a couple of quick questions for you.

You’ve mentioned a few times you want to keep some powder dry for potential acquisitions. Are you looking more to do kind of distressed acquisitions or is anything – or you’re looking to going to grow title in the current environment from a pricing standpoint?

I believe our next acquisition opportunities will be some more related to the title industry as the title business. And that’s why we had our board meeting yesterday, and we've really had a long discussion at the board meeting, primarily focused on uses of cash, preservation of cash, and looking at various potential opportunities within the title insurance industry.

So if we were to do something over the next year or so, you should be thinking about title insurance opposed to a distressed acquisition in unrelated industry.

And you think that you’ll have the opportunity to buy other titles businesses at more distressed pricing than you would today?

Don’t want to say.

Okay. And is your focus –do you guys still have the preference of direct into a far more direct channel versus agency?

Well, actually neither one who is doing very well –

Correct.

Okay. Great!

Thanks a lot.

Yes. Hi!

Good morning. I just wanted to follow up on a question from two or three people ago with respect to what you think a steady state margin a title business could get to once you sort of wrung all the cost out, even if we stay at this level.

I think you said 9% and 10%, and that does sort of correlate with, if memory serves, two or three years ago when people were worried about the mortgage market falling apart as much as it did. You guys used to have an analysis that said in a trillionate market we think we can do 10%.

It sounds like you’re still there. I guess I’m just wondering we’re in the trillionate (ph 00.47.33) market.

I mean, is just the steps you’ve talked about to this point, the catch you made at the end of June and the catch you planned to make between now and year-end, is that all it takes to get there or is there something else in the environments or with reserving or something else that has to take place?

I believe we would get there, if we had stabilized the order flows for the next—if our order rates maintained at the current level and we continued our expense cuts or cost-saves for the next few months then when we were set at the end of the third quarter then I believe we would get there. My problems has been on the last two-and-a-half years is catching a falling knife, and we're getting cut, I mean every time we try and catch it.

I understood, and I appreciate the fact that you can only keep up so far. and the rate of decline has been extremely fast, but just wanted to make sure that I understood where we stood now if we stay at this accounts and who knows how that happens, but thanks very much.

Thank you. We continue to navigate our way to an extremely challenging market during the second quarter.

As we move to the second half of 2008 we remained focused on maximizing the profitability of our title business through continued cost reductions throughout our operations, as well as monetizing the value of some of our other assets, most notably the completion of the sales of our specialty insurance business. Thank you for taking the time in joining us this morning.