Great. Thanks, operator, and welcome, everyone.

Joining me today are Mike Nolan, Chief Executive Officer; and Tony Park, Chief Financial Officer. We look forward to addressing your questions following our prepared remarks and we will have Chris Blunt, F&G’s Chief Executive Officer; and Wendy Young, F&G’s Chief Financial Officer, join us for the Q&A portion of today’s call.

Today’s earnings call may include forward-looking statements and projections under the Private Securities Litigation Reform Act, which do not guarantee future events or performance. We do not undertake any duty to revise or update such statements to reflect new information, subsequent events or changes in strategy.

Please refer to our most recent quarterly and annual reports and other SEC filings for a discussion of the factors that could cause actual results to differ materially from those expressed or implied. This morning’s discussion also includes non-GAAP financial measures that we believe may be meaningful to investors.

Non-GAAP measures have been reconciled to GAAP where required in accordance with SEC rules within our earnings materials available on the company’s website. Yesterday, we issued a press release, which is also available on our website.

Today’s call is being recorded and will be available for webcast replay at fnf.com. It will also be available through telephone replay beginning today at 3:00 p.m.

Eastern Time through August 16, 2023. And now I’ll turn the call over to our CEO, Mike Nolan.

Thank you, Lisa, and good morning. Overall, we have had another strong set of results at this midyear mark as we continue to navigate a volatile and challenging environment.

Starting with our title business, we delivered adjusted pre-tax earnings in our title segment of $302 million and an industry-leading adjusted pre-tax title margin of 15.8%. We are very pleased with this result, which reflects strong sequential margin improvement across our title-related businesses.

This strong performance really demonstrates our approach to running the business, highlighting our ability to manage through economic cycles and react quickly to changing order volumes. It also demonstrates the expertise and discipline of our field managers and employees, who are critical to our success and our ability to deliver these results.

I’d like to thank all of our employees who have worked so diligently to build the field-driven business we have today and who consistently deliver an industry-leading performance quarter after quarter. Our performance this year is a direct result of the actions we took in the back half of 2022.

When in light of the steep decline in mortgage volumes, we reduced our field staff by 26% net of acquisitions. This positioned us well given the low inventories coming into 2023.

In the first half of this year, we have continued to monitor expenses closely. So far, we’ve seen solid sequential growth with residential purchase open orders per day up in both Q1 and Q2, a typical seasonal pattern and even holding strong in the month of July, which is not typical since orders usually crest heading into the back half of the year.

We feel that the resiliency of residential purchase volumes, which have held up in a weak market and despite mortgage rates spiking to 7% at times is a testament to the underlying demand for housing that exists in the country. Commercial volumes are still holding up well, which is positive and in line with our expectations.

We have generated commercial revenue of $500 million in the first half consistent with the first halves we saw from 2015 to 2020. Looking at sequential volumes more closely.

Daily purchase orders opened were up 12% over the first quarter of 2023, and up 2% for the month of July versus June. And refinance orders opened per day were up 4% over the first quarter of 2023 and down 2% for the month of July versus June.

Our total commercial orders opened were 784 per day, flat for the second quarter versus the first quarter of 2023, and up 3% for the month of July versus June. Overall, total orders opened averaged 5,400 per day in the second quarter, with April at 5,300, May at 5,700 and June at 5,300.

For the month of July, total orders opened were 5,300 per day in line with June. So far, 2023 has been encouraging as we have found our footing in a more typical seasonal pattern albeit in a weak market and with a cost structure that is aligned with this environment.

From here, we remain cautious in the second half of the year, given continued higher rates and volatility. As always, we will manage to order volumes in a given environment.

Beyond the near-term pressures, we remain bullish on the mid- to long-term fundamentals of the business. A clear benefit of our financial strength, scale and profitability is our ability to invest in our business through cycles as we strive to further expand our competitive positioning in the industry.

We continue to strategically build and expand our title business through acquisitions, recruiting talent and enhancing our Title capabilities. Our inHere platform is an area that we have been investing in recent years.

This industry-leading, end-to-end, real estate experience platform is fully deployed across our residential business and integrated within our direct operations and is quickly gaining traction. In fact, over the past two years, we have had over 1.4 million users on the inHere platform comprised of – 1.2 million consumer users and 200,000 real estate professionals and consumer engagement continues to be between 65% to 70%, a strong success rate.

In the first six months of 2023 alone, our real estate agent and transaction coordinator users have logged over one million sessions and nearly 90% were active in the last 30 days. We believe this strong adoption demonstrates the value customers are receiving from the inHere platform, and we expect to continue to add functionality and content targeted at further enhancing the transaction experience of agents, transaction coordinators and consumers, partnering to help real estate professionals grow their businesses and creating both market growth and efficiency opportunities for FNF over the near and long term.

Turning to our F&G business, it has been over three years now since the 2020 merger, and we are pleased with F&G’s performance, which has exceeded our expectations. F&G has successfully transformed its business from essentially being a mono line at the time of acquisition to now having a robust new business platform that is well diversified by product and channel and a profitable in-force book of business that is scaled considerably.

F&G has profitably grown its assets under management from $25 billion at the 2020 merger to a record $46 billion at June 30. And the business is well positioned to both expand its spread-based earnings and diversify through fee-based earnings from its flow reinsurance and owned distribution strategies, which will ultimately drive margin expansion and improved returns.

With that, let me now turn the call over to Tony Park to review FNF’s second quarter financial highlights.

Thank you, Mike. Starting with our consolidated results, we generated $3.1 billion in total revenue in the second quarter.

Net earnings were $219 million, including net recognized losses of $16 million versus net earnings of $537 million including $676 million of net recognized losses in the second quarter of 2022. The Title segment contributed net earnings of $165 million.

The F&G segment contributed $110 million and the Corporate segment had a net loss of $56 million. With the net recognized gains and losses in each period are primarily due to mark-to-market accounting treatment of equity and preferred stock securities, whether the securities were disposed of in the quarter or continue to be held in our investment portfolio.

Excluding net recognized gains and losses, our total revenue was $3.1 billion as compared with $3.3 billion in the second quarter of 2022. Adjusted net earnings from continuing operations was $274 million or $1.01 per diluted share compared with $557 million or $2 per share for the second quarter of 2022.

The Title segment contributed $226 million, the F&G segment contributed $67 million and the Corporate segment had an adjusted net loss of $19 million. Turning to Q2 financial highlights specific to the Title segment.

Our Title segment generated $1.9 billion in total revenue in the second quarter, excluding net recognized losses of $50 million compared with $2.8 billion in the second quarter of 2022. Direct premiums decreased by 37% versus the second quarter of 2022, Agency premiums decreased by 41% and escrow title-related and other fees decreased by 18% versus the prior year.

Personnel costs decreased by 20% and other operating expenses decreased by 19%. All-in, the Title business generated adjusted pretax title earnings of $302 million and a 15.8% adjusted pretax title margin for the quarter versus 18.9% in the prior year quarter.

Our Title and Corporate investment portfolio totaled $5 billion at June 30. Invested assets included $2 billion of fixed maturity and preferred securities having an average duration of three years and an average rating of A2, as well as $600 million of equity securities, $1 billion of short-term and other investments and $1.4 billion of cash.

Interest and investment income in the Title and Corporate segments of $93 million increased $55 million as compared with the prior year quarter, primarily due to higher income from our 1031 exchange business and cash and short-term investments. Given the higher rate environment, we would anticipate increased investment income through reinvestment of our three-year duration fixed income portfolio maturities.

For the remainder of 2023, we expect quarterly interest and investment income to moderate in the $90 million range with stabilizing 1031 exchange balances and spreads and level cash and short-term investment balances. Our Title claims paid of $67 million were $11 million higher than our provision of $56 million for the second quarter.

The carried reserve for Title claim losses is approximately $77 million or 4.5% above the actuary central estimate. We continue to provide for Title claims at 4.5% of total title premiums.

Next, turning to Q2 financial highlights specific to the F&G segment. F&G hosted its earnings call earlier this morning and provided a thorough update.

So I will focus on the key highlights of its quarterly performance. F&G reported gross sales of $3 billion in the second quarter, a 3% decrease over the prior year quarter.

This reflects higher retail channel sales offset by slightly lower sales to institutional markets, which are expected to be lumpier and more opportunistic in nature. F&G’s net sales retained were $2.2 billion in the second quarter, a decrease of 12% from the prior year quarter, reflecting flow reinsurance, which is – which increased from 50% to 75% of MYGA sales in September of 2022.

As a reminder, F&G utilizes flow reinsurance, which provides a lower capital requirement on seated new business, while allocating capital to the highest returning retained business. This enhances cash flow provides fee-based earnings and is accretive to F&G’s returns.

F&G’s record asset under management were $46.3 billion as of June 30. Adjusted net earnings for the F&G segment were $67 million in the second quarter.

This includes bond prepay income that contributed $4 million or $0.02 per share and was offset by alternative investment returns below our long-term expectations by $47 million or $0.17 per share. Let me wrap up with a few thoughts on capital and liquidity.

We remain focused on ensuring a balanced capital allocation strategy as we navigate the current environment. We ended the quarter with $885 million in cash and short-term liquid investments at the holding company level.

FNF’s consolidated debt to capitalization ratio excluding AOCI was 28.3% as of June 30. This is in line with our long-term target range of 20% to 30%, and we expect that our balance sheet will naturally delever as a result of growth and shareholders’ equity excluding AOCI.

Going forward, our consolidated annual interest expense on debt outstanding is approximately $175 million, comprised of approximately $80 million for FNF’s holding company debt and $95 million for F&G segment debt. Following our record level of share repurchases in 2021 and 2022 at a total combined cost of $1 billion, we have prudently moderated our repurchase volume in the first half of this year to preserve financial flexibility as we navigate the challenging market.

Therefore, there were no share repurchases in the second quarter. We continue to view our current annual common dividend of approximately $500 million as sustainable.

During the second quarter, we paid common dividends of $0.45 per share for a total of $121 million. The dividend is reviewed quarterly and expected to increase over time subject to Board of Director approval.

This concludes our prepared remarks. And let me now turn the call back to our operator for questions.

Hey guys. Good morning.

Hey, Mike, I know you gave the July order trends. I’m curious if you have any color on just what’s happening in August just with the move in rates.

Were there any early read on that?

Yes. I think it’s too early to look at August.

We really just have the first week, which was a shortened week, and I just don’t think looking at that small data set would provide the right direction. But I think the fact that orders have held up as well in July.

I think it’s again a testament to the strength of the market. And if you look through – as we went through the quarter, even when rate spiked at different points, the order counts held up very well.

Okay. That’s helpful.

Thanks. And then actually just switching over to F&G, I think in the past, you’ve talked about sort of reinsuring blocks over there.

Is that still a possibility and also the FG management agreement at Blackstone, I think now has been extended through 2029. Just a comment about sort of the benefits of that, whether that has any impact on a – if there’s a block transaction, does the Blackstone agreement impact that in any way?

Sure, this is Chris. So yes, that is always an option that remains for us to reinsure out a block as a means of freeing up capital.

So nothing’s changed there. The Blackstone agreement, yes, that’s a big net positive.

So it’s order of magnitude of almost a 25% reduction in fees going forward on assets over $40 billion. And that fee agreement on the $40 billion runs off over time.

So it’s quite impactful for us. It does influence block deals, but we know there are Blackstone affiliated reinsurers and that would probably be excited to have Blackstone manage the money.

So it’s probably a bit of a constraint on doing a really big block transaction, but it’s – it doesn’t rule it out.

Okay. Great.

Thank you.

Thanks.

Hey, good morning guys. Thanks for taking the questions.

Good morning.

Good morning. So the first one is just on F&G and this is sort of a two-parter.

First one just being, wanted to get your updated thoughts on whether you think FG continues to strategically fit within the FNF fold or maybe as a standalone company. And then second, considering that there was the AEL transaction, have there been any discussions with the board around potential options that you’re considering beyond just the tax-free spin that you’ve talked about before?

Yes, thanks. Thanks for the question.

This is Tony. Maybe I’ll start and I know Mike and Chris might want to weigh in.

But I would say from the Board’s perspective, they couldn’t be more pleased about the performance of F&G and really how it validates if you will, our investment thesis that we had when we made the acquisition, which is if – when interest rates go up F&G will add earnings that are consistent and stable as you’ve seen and grow over time as rates are going up and maybe the title insurance market comes down a little bit and that’s exactly what we’ve seen. It’s is fair to say that our share price has not performed as we would’ve hoped kind of during the ownership of this, although, some of that may have been maybe changing really over the course of at least the last 90 days.

But we believe regardless, we’re creating real value and highlighted by the AEL deal, but we feel like value’s being created, F&G actually throws off a lot of cash. Currently, we’re reinvesting that cash in sales growth because we are getting great returns from that and continuing to build value in our investment.

But keep in mind you could really realize that cash flow and I think Wendy said something like $800 million annually is being thrown off from the block currently, and that just grows over time. But we could realize that value at any time if we wanted to constrain sales.

And at this point, and that’s not what we want do. We want to continue to create value in that business and that’s what we’re doing.

So in terms of optionality, we’ve talked about it before we could hold, we could spend now, we could spend later in a tax free manner, we could sell, we could merge it with a company, we could reinsure a block. But at this point, as I mentioned earlier, the Board’s very pleased with the performance and the value that we’re creating and actually we’re getting cash flow through the dividend that F&G’s paying.

So it’s been a real positive.

Okay. Great.

Yes. And then I guess on title, Tony, if I sort of take a look at your residential business this quarter, the 230,000 orders and maybe just run rate that on an annualized basis, you get to somewhere around 9%, 9.50% on orders.

And you did a 15.8% margin this quarter. So I mean, assuming that commercial sort of troughs this year, it seems like opens are better as well, so that’s what it’s suggesting.

Is there any reason that margins next year can’t get to sort of the mid to high-15s if we sort of get some recovery on the resi side, obviously understanding there’s going to be quarterly variances here.

Yes. This is Mike.

I would say, if we get a better revenue environment in 2024 in a more normalized levels, let’s say that the 15% to 20% that we’ve talked about in the past is certainly what we’d expect. We’ve done a lot of work on the expense side and I think we’re well prepared to take advantage of an improving market.

I think the second quarter’s a good example of that with the margin lift we got off the first quarter of 580 basis points. It was really just – we got a commercial market that that was good in the second quarter, and then we took advantage of an improving residential environment sequentially, and we had the expense discipline to do that.

So as we go into 2024, we’ll be well prepared on the expense side and it’ll really be about how well – well, two things. One, commercial holding up and how well the residential market rebounds.

On this point, I was looking at when the last time rates were this high, we got 7% interest rates, and that was back in 2001 and in 2000 rates were 8% and those were two of the weakest transactional markets. I kind of remember in my career.

But then rates came down to 6% in 2002 and kind of stayed there around the 6% number for the next three or four years and the market really grew tremendously, both in terms of refinance and resale activity. I’m not saying that will happen necessarily.

But if we get lowering interest rate environment as we move forward over the next 12 months to whatever months, I think the opportunity for us is very strong.

Great. Thanks a lot guys.

Thanks.

Hi guys, good morning. Congrats on a great quarter.

Thanks, John.

Thanks, John.

Sure. On the Title field staff, I mean, I think Q2 marks the first sequential increase you guys have seen maybe since 3Q of 2021.

This is probably a pretty obvious question or an obvious observation, but what you guys are seeing in the pipeline and just given how much volumes have dropped, I think it’s a pretty clear signal, but are you guys still going to keep bottom out here? Is that a pretty fair assessment?

John, I missed the very beginning of your question. Could you repeat it, please?

I’m sorry.

Yes, no problem. On the Title field staff, 2Q for the first time.

Yes.

Yes. So, I think as we talked about in the script that we kind of took 26% out last year.

We had some modest reductions in the first half, and we were watching staffing very closely and really looking at that in the lens of where we’re going to get the sequential improvement in residential, which we absolutely got, which was great. And given the rates, I think, kind of a welcome development.

I think as we go into the back half of the year, we’ll look at staffing very closely related to the order volumes. We would expect to get sequential declines in particularly our purchase open orders just like we have in just about every other year.

And we’ll – we may need to make some adjustments accordingly and really want to be in a good position as we go into 2024 to deal with, which is typically a seasonally tough first quarter and then really have the company in a great position to take advantage of improving order volumes.

Okay. Makes sense.

And then related to the last question, I mean, year-to-year, a lot continues. So it’s hard for you guys to really pinpoint Title pretax margins.

But quarter-to-quarter, you get a little bit more visibility. You guys are sitting here halfway through the quarter now, you’ve got a book of business that is going to give you some insight on what remains.

But my question here is, if you assume just kind of a modest sequential drop in revenues in the 3Q. You guys just posted a 15.8% Title pretax margin well ahead of us this quarter, do you think you can get near that mark assuming just a modest drop of revenues into 3Q?

Yes. I think there’s a couple of things that – it’s Mike.

I think there’s a couple of things that go into it. If it’s a very modest drop in revenue, we should again have very good margins.

I think the expenses, as I said before, are in a good spot. What can impact margin and what I’d still be a little bit cautious about is sometimes the mix of agency and direct in the revenue side, can make a difference in margin.

As you know, there’s a pretty significant difference between agency gross margins and direct gross margins. So that can clip your margins even if you have the same gross revenue, commercial still needs to come through, I think, as we’ve been expecting it to.

And there’s always some concern around that or caution around that, just given the volatility. We had 10 banks, regional banks that got downgraded this week, does that impact commercials.

We move through the back half of the year rates. So – but if other things being equal, if revenue is holding up, I would expect margins to be pretty good in the third quarter.

As you get to the fourth, a little bit more seasonal fall off on the residential side and we’ll just have to see where we’re at as we kind of get through the back end of this quarter.

Okay. That’s helpful.

And then one last one here on escrow and other within title, we’ve always kind of modeled that near the direction of direct premium revenues. It looks like that dropped about half the rate of direct this quarter.

I mean, I know you’ve got title point in the mix now. So maybe if you can help unpack that and maybe just kind of rule of thumb how to think about modeling that relative direct at least over the next couple quarters?

Yes, John. This is Tony.

That’s a valid point. Certainly part of that line item you should model exactly as direct title premiums would change.

That’s really our escrow fees and to some extent some other fees that go in there, but there are some other businesses in the best, probably the best spot to find those would be in our footnotes to our Qs and K where you can see that broken out. But we have businesses like loan care which is our loan sub-servicing business and home warranty.

And to your point, title point and a couple others, although title point audit trend fairly closely I think with the Title business overall. But we did have some pretty strong performance from both loan care and home warranty in the second quarter.

And that’s probably why there’s a bit of a disconnect in terms of the trajectory or the change in that line item relative to direct premium.

Okay, thanks. And then the – just the margin on those two that you just call out loan care and home warranty, how does that compare roughly to the kind of blended margin?

It really depends on the performance. I mean, home warranty can be a single digit performer at times and all the way up to in a strong quarter, maybe even 15%, but generally lower than what we would generate in the Title business.

And then loan care is another one of those where you could have a 5% performance in a tough quarter, but when you say Mike, it’s more of a 12% to 15% performer loan care.

Over a longer time horizon, but yes, you can have periods where it can get single digits.

Yes.

But we would expect it to be, I think over a longer horizon a 10% to 13%, 14% margin producer.

Thanks for the color guys.

Thanks.

Yes, thank you very much. Good morning.

Good morning.

Good morning.

Tony, did you give the year-over-year for July for commercial or and purchase daily orders? I think you gave this sequential, but I’m just sort of curious if it was a year-over-year as well?

Yes, Mark. It’s Mike.

So we opened in the second quarter for commercial per day 784, and that was down 22% from the second quarter of 2022, which was 1,003.

And then I was thinking you gave July on a sequential basis, but if you gave it year-over-year.

Yes, July over June was up...

July over July; do you have that?

Oh July over last year’s July?

Yes.

Let me find it. We didn’t actually give that.

We give July over this year’s June. July over last year’s June Mark was down 13%.

July over July was down...

The comps get better, obviously as we had commercial fall off in the back half of last year, as you remember. So the comps improved in July.

Okay. Do you have the residential purchase July over July?

I do, it was down 6%.

Okay. And then based on what you see in the backlog in the commercial, any commentary about revenue per order?

I think nothing real specific. I think it probably will stay in the range that we’ve seen I think our national commercial fee has been running in the $13,000 plus range.

I would anticipate that to stay in that range, certainly off the highs of 2022, but actually a very good number when you look at prior years to 2022. And then the total commercial fees, I think running around $9,300 or $9,500.

$9,500 this quarter.

And again, I would say that $9,000-plus range, we continue to see that as we move through the back half.

Okay. Great.

Thank you.

Thanks.

Thanks. Good morning.

Good morning.

Good morning.

Tony, what is the remaining capacity – dividend capacity from the regulated entities? And what is the back half expectation for capacity from the unregulated?

From the regulated, we have been taking some dividends of non-cash dividends. We had some common stock in there that we’ve been moving out, which was non-cash.

So in terms of cash, full year is probably from the regulated is somewhere around $400 million and we’ve already taken, let me look we’ve already taken about $220 million of that, so maybe $180 million in the balance. In terms of the unregulated, that’s kind of – that’s a good question because that would have me predicting what we’re going to do real-time since that’s not predetermined.

That’s cash and earnings that we’re actually going to generate and so that one is harder to estimate, and I would have to give guidance on that front. So maybe a broad overall commentary would be landing at year-end, absent share buybacks, and again I’m not suggesting that’s where we are.

But if we didn’t do any share buybacks I think we end the year at somewhere around $1 billion in HoldCo [ph] cash.

Okay. And then with respect to buyback, obviously, the environment is uncertain, but it’s been uncertain for a while now.

Is part of the moderation in the first half having to do with these noncash dividends as you do continue to generate strong cash flow. The holding company is in a great position.

The overall company is in a good financial position. So as we think about maybe some of these noncash dividends coming out and being replaced by cash dividend flow again next year, is that what helps restore that along with the incremental economic data points we get along the way?

Or is it really you’re holding back in this kind of higher for longer environment?

Yes. I mean, I think it’s a combination, although I don’t think the noncash dividends are really impacting the buyback decision at all.

Those aren’t really material. I just thought I would throw that out there.

I think just the market overall and not knowing exactly where we land, I mean, I think we’ve been pleased with the market given where rates have gone, but we didn’t know that going into it. And so we’ve been fairly conservative.

I think we like to preserve the financial flexibility. We do have a $500 million commitment on the common dividend.

And so we like to be conservative in terms of Holdco cash. But certainly, if we see the market continue to stay strong and improve as we get into next year, you’re right, we generate a lot of cash and F&G is generating cash now, and I could foresee F&G even paying a bigger dividend to us.

And so there could be a lot more cash as we look to next year and a lot more opportunity to raise the dividend or buy back stock or make acquisitions or whatever it might be.

Okay. So I think throughout the call today, you’ve mentioned wanting to be well positioned for 2024.

Am I hearing you correctly that it seems like buyback is going to be less of an emphasis even for the remainder of the year and it’s really getting very firm footing going into 2024 and maybe then we see an acceleration once again, all else all equal.

Yes. I don’t – I think that’s certainly a possibility.

I don’t know if I’m going to probability yet because it’s going to be a board decision and they revisit that. Every quarter, and we don’t preannounce that.

But if – yes, if I were guessing, I would say, much more likely to be more aggressive on the buyback front in 2024 than the balance of 2023.

All right. Thanks.

Thank you. We are proud of our strong performance in the first half of the year despite continued uncertainty and volatility in the current macro environment.

FNF is well positioned to navigate the current market cycle and continues to build and expand our Title business for the long term. Likewise, F&G’s profitable growth demonstrates its strong momentum with many opportunities ahead to further expand the business, drive margin expansion and improve returns.

Thanks for your time this morning. We appreciate your interest in FNF and look forward to updating you on our third quarter earnings call.