Ladies and gentlemen, thank you for standing by. Welcome to the FNF First Quarter Earnings Conference Call. (Operator Instructions) I would like to introduce the host for today’s conference Mr. Dan Murphy. Mr. Murphy please go ahead.

Thank you. Good morning everyone. Thanks for joining us for our first quarter 2008 earnings conference call. Joining me today are Bill Foley, Chairman of the Board; Al Stinson, CEO, Randy Quirk, President and Tony Park our CFO. We’ll follow our normal format, starting with a brief strategic overview from Bill Foley; Al Stinson will provide an analysis of the closing ratio in the first quarter as well as an update on our operating companies. Randy Quirk will provide a more in depth analysis of the title business; Tony Park will finish with a review of the financial highlights. We’ll then open up for your questions and finish with some concluding remarks from Bill Foley. 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 fact, 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, 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 US 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 expensive government regulations of our operating subsidiaries and other risks detailed in the statement regarding forward-looking information, risk factors and other sections of the companies Form 10-K and other filings with the SEC. This conference call will be available for replay via webcast at our website at fnf.com. It will also be available through phone replay beginning at 1:30 pm Eastern Time today, through next Thursday May 1. That replay number is 800-475-6701 with an access code of 918238. I will now turn the call over to our chairman Bill Foley.

Thanks Dan and thanks for joining us this morning. We continue to navigate through difficult economic conditions, particularly in the mortgage and real estate markets. I will let Randy Quirk go into more detail on the title business, but we did see a surge in overall volumes after the 75 basis point inter median rate cut, but those elevated levels did not continue through the rest of the quarter. While we peaked above 11,000 orders per day for a few weeks in January and early February, open orders have settled down closer to 8,000 to 8,500 orders per day over the last six weeks. Even that order volume is the highest level we’ve seen since the summer of 2007, right before the credit crisis hit the mortgage markets. We have seen a little better start to 2008, particularly given that the first quarter is generally the weakest quarter of the year and the fact that we now have our cost structure better aligned with that level of order volumes. Overall, we’re prepared for the operating environment to remain challenging and we will continue to seek out ways to maximize the profitability of our title insurance operations, even in the face of continued difficult mortgage and real estate markets. Our focus in 2008 and 2009 will be on continuing to operate our title business as efficiently as possible, pay our current $1.20 annual dividend, repurchase common shares, and pay down debt. In order to make substantive progress on debt repayment and stock repurchases, we will be focused on creating potential liquidity through the sale of some of our assets rather than looking to make significant new acquisitions. If you rank the possible assets that provide this potential liquidity, Sedgwick, Cascade Timber Lands and Specialty Insurance would be the most likely with…

Thank you. The hot topic with many investors over the last several months has been the closing ratio and what direction it would move in the first quarter. We experienced a spike in open orders in late January after the Fed 75 basis point inter-meeting rate cut hitting more than 11,000 open orders for the last two weeks of January and first week of February. Obviously this increase in open orders was a good thing, but the reported closing ratio for January was only 44%. This low closing ratio was driven by January’s significant increase in open orders and the low seasonal closings in January, as January closings are based on the very low open order levels of late 2007. In January a low closing ration was actually a positive. The 57% closing ratio for February was very similar to the 60% we experienced in February of ’07. The closing ratio in March increased to approximately 65%, higher than the 60% we saw in March 2007. This was primarily driven by closings of re-fi orders open in January as well as a decline in March open orders versus February. The reported March closing ratio of 65% shows that the fear that the refinance orders open in January would never close was over blown. While the liquidity situation in the mortgage market has probably resulted in a modest increase in open orders no ultimately closing, we don’t believe there is a significant negative difference in the closing of orders in the first quarter of 2008 due to the liquidity environment in the mortgage market. Specialty Insurance revenue was $89 million for the first quarter, a decline of $10 million from the first quarter of 2007. Flood insurance generated 30 million in revenue, a decline of approximately 4 million from the first…

Thank you, Al. First quarter total open order volumes showed their first sequential increase since the first quarter of 2007. For the entire quarter we opened $562,200 total orders for a quarterly average of 8,900 open orders per business day, a sequential increase of approximately 22% from, the fourth quarter of last year and a 14% decline from the first quarter of 2007. Looking at it monthly we opened 9,100 orders per day in January, 9,400 orders per day in February, and 8,200 orders per day in March. Mortgage rates have declined, but not nearly as much as the treasury rates, as liquidity remains tight. We saw nice order volume increases for some weeks during the quarter, but we did not see the type of increase you would expect after such aggressive Fed action in the first quarter. While the first quarter is generally the weakest quarter of the year, we are not currently counting on improved liquidity in the mortgage market or much of a seasonal improvement in the second quarter. Refinance orders as a percentage of total orders increased in the first quarter comprising approximately 66% of open and closed order volumes for the first quarter versus 62% in both the fourth quarter and the first quarter of 2007. Finally, April open order counts have remained relatively consistent with March, averaging 8,100 open orders per day through last week, well off the peak levels we saw earlier in the quarter. With the short-lived increase in order counts it was a relatively quiet quarter on the personnel front. In late January and early February we were actually focused on limiting any increases in headcount as we watched to see if the open order increases could be sustained. We began the year with approximately 9,950 employees in the field and…

Thank you, Randy. FNF generated $1.1 billion in revenue for the first quarter with pre-tax earnings of $38 million, net earnings of $27 million, earnings per diluted share of $0.13 and cash flow used in operations of $75 million. The first quarter is typically the weakest quarter for cash flow with lower net earnings as well as bonus and commission payments in March. Although senior management did not receive bonuses for 2007, we did pay out $55 million in 2007 bonus and commission to employees in the field during the quarter. Additionally, claims paid were in line with expectations, but larger than our provision by approximately $25 million. Finally, we recorded a $50 million receivable related to one very large claim payment that we expect to recover through insurance and reinsurance. Those three items had a combined $130 million negative impact on cash flow from operations in the first quarter. The title segment generated $1 billion in total revenue for the first quarter, a decline of19% from the first quarter of 2007 and a 14% sequential decline from the fourth quarter of last year. The pre-tax title margin was 5.3%. Personnel costs of $334 million were down $76 million or 19% versus the first quarter of 2007 and $24 million or 7% sequentially from the fourth quarter of last year. Other operating expenses of $208 million actually showed an increase, up $10 million or 5% from the first quarter of 2007, but a sequential decrease of $34 million or 14% from the fourth quarter of 2007. Two major items caused the increase versus the first quarter of last year. First, as we mentioned last quarter, we have started to record a gross-up to both revenue and expense due to pass through default business in our services link title operation. This…

Thank you. (Operator Instructions) One moment please for the first question. Our first question comes from Nik Fisken, your line is open.

Hey good morning everybody.

Good morning.

Can you run through those 130 impacts again Tony, please?

Oh, the cash flow, sorry. The negative cash flow, the first part was this weaker first quarter earnings due to the seasonal business, the second piece was $55 million in bonuses paid in the first quarter as we typically have. Last years first quarter I think was about $80 million, so lower than we normally have, but still a negative cash impact. We also had a large claim payment that we expect to fully recover through insurance and reinsurance, that was $50 million and the final piece of that was claims payment exceeding our loss provision by about $25 million, that were not unexpected, but still that was negative cash for the quarter.

Okay. You know there’s been a lot of, in addition to Al’s closing comment, there’s been a lot of discussions about your ability to maintain the commercial strong growth there. Can you speak to what you’re seeing in terms of the outlook in terms of not only orders, but more so do you think these closing ratios in commercial will come down?

Well Nik, this is Randy. Our commercial guys are seeing a good open orders, saw good open orders in the first quarter, along the same trend as the fourth quarter of ’07 and they’re ─ the deals are out there, they’re getting additional underwriting scrutiny, so they’re taking longer to get, but our guys are optimistic, they’re cautious as to where the market’s going to go, but we still thinking it’s going to be a pretty good year.

You’re not seeing closings go down or anything?

Closings in the first quarter of ’08 were about what they were in the first quarter of ’07, so that we held in the first quarter of ’08 and although the open orders were softened a bit, so you might see some softening in the closings as you go through the second and third quarter.

Okay and Bill would you be surprised if you don’t sell Sedgwick or Specialty by the end of the year? It’s a pointed question.

That’s a very interesting question. I prefer to have you wait for a press release we’re in the process of preparing.

Okay.

Thanks.

Thanks so much.

Our next question comes from the line of Robert Napoli. Your line is open.

Thank you.

Good morning.

Just let me see a question, Al you gave some numbers on Ceridian. What was the revenue growth on Ceridian?

The revenue growth was about 6% for January and February compared to the prior year, that’s all organic. It’s pretty solid, we’d like it to do better, but the first quarter is typically the lowest quarter in terms of new customers and so on. The biggest improvement we had was on the margin side, which we were very pleased with, of a 4% growth.

Yes, okay and is it just way too early in the game to talk about a long-term strategy for Ceridian? Is this something that you want to play out over several years, or given the tough title environment is that an asset you might do something with sooner rather than later?

Well, I’d, if we could sell down our position in Ceridian we would do so; however with the credit markets in the state of flux that they’re in at this point in time and with questions being raised relative to Ceridian’s growth patterns and profile, we’re probably in Ceridian for several years, it’s the least likely asset that we have that would have a liquidity event associated with it in the near term. Near term being 12 months.

Okay and with the assets ─ I missed the very beginning of the call, so I don’t know if you addressed the dividend or not. I mean obviously you’re probably going to under earn the dividend this year, who knows when the housing market is really going to get better? You know, probably 2010 is a decent bet, but do you intend to hold the dividend at this level as long as possible to make it true to cycle or is that something that you might pull back on a little bit?

Well really what we’ve said is, the dividend is secured through 2008, we’ve run our cash flows and based upon our current modeling the dividend is secure through 2009 with a nominal level of borrowing. If we get any kind of pick up in the business during 2009 or early 2010 the dividend’s secure. The only analysis that we’re doing is really a capital allocation analysis and that is, is it better for our shareholders to reduce the dividend and allocate those funds to repurchase shares, assuming we had the same amount of money available. We are and perhaps you missed this, we are going to reinstitute our share repurchase program as soon as our blackout period is over, which I believe is Monday or Tuesday of next week. And, what we have done is we have established a price target below which we enter the market and begin buying shares on a consistent basis through the day, you know not trading the first half hour, not trading the last half hour and we do it through a third-party broker; so that’s really the best input I can give you. We have a lot of shareholders who are employees, myself included, and of course we’re motivated at this kind of stock price level to reduce the number of shares outstanding. If we could have our share count at $100 million instead of $213 million, we’d love it; however as large shareholders we’re also motivated to maintain the dividend just as our other shareholders; independent shareholders are, as there is a tax advantage the 15% tax rate. So, that’s probably the best I can do for you right now. We’re doing our very best and we’ve run our models, so far our models are holding, but the market is not good, as you know.

Right and just talking about the market and your margins and title this year are likely to be around, you know probably the mid single digit level and if you’re generating margins at that level than others in the industry that have margins well below yours are probably going to have problems generating profits. Given that and given that it might, you know it’s 2009 may not be a lot better than 2008, there’s got to be some opportunities for some adjustments in the industry and I just wondered what you see shaking out, Bill, in this industry over the next couple years and is that something that you want to take advantage of or would you rather just focus on your core business?

What we’ve done is we’ve refocused with the spin off and the distribution of the FIS shares and moving those away from FNF and now our focus also on the disposition of what we would call non-core assets; if an opportunity were to evolve over the next year relative to ─ and I happen to agree with your timing as a matter of fact, although who knows what ─ I mean I’ve been reading [ph] black swan and they say you can’t predict anything so I guess it’s something we won’t try to do is…. we will try to, we certainly won’t take anything here, but if your analysis holds true and we have problems through 2009, we believe that there will be one or more competitors that will shed their title assets and that they’re the proper size, than it might result in an opportunity for us to grow our business significantly. So we’ve ─ part of our strategy of disposing of assets is also to get ready for the next round of title acquisitions and grow that business.

Okay, thank you.

Your next question comes from Darren Taylor. Your line is open

Thanks, I have two questions, the first is on claims; you know the last few quarters saw provisions associated with prior year policy performance. Can you comment a little bit on first of all those prior years? Now, it seems like in this quarter it was holding up well versus your expectations and really where the more recent policies are and how those have been performing and your expectations if they’re still in line with that 7.5%?

Well let me give you a general overview and then I’m going to turn it over to Tony, because Tony has the details and one thing we have done over the last couple of years is really get a lot of in depth clarity on where the claims are coming from, not just what the rates are, but the types of claims. We began about 3 ½ years ago really focusing on attempting to fix what we anticipated would be an adverse claims development cycle and to that end we have cancelled about half of our agents, we’re in the process of cancelling about half of our agents, that’s particularly high claims agents and we are starting to see some benefits from that; however I would, while the numbers are the numbers and Tony has those numbers, it’s fragile, it’s very fragile. We’ve had a few positive months in terms of development, but all I can say is that we’re not saying that it’s over yet. Our analysis is that it takes about 33 months from the policy issuance to the payment of a claim. If you go back 33 months, we are now covering policy’s issued in the third quarter of ’05, so we are paying those policies. There is a theory that with foreclosures accelerating that we may be front loading policy’s somewhat, that we are paying them a little more quickly than we otherwise would, but that’s an unproven statement. So, Tony do you want to run through some numbers?

Sure. Darren, just to give you an idea and we’re cautiously optimistic given the development that we saw in the first quarter of 2008, which as I mentioned was the best we’ve seen since the first quarter of 2007, we saw some increases in almost every policy year in the second, third and fourth quarters of 2007, but really the first quarter of this year saw almost no change in any of those ultimate launch factors. To give you an idea of the numbers, 1996 through the 1999 policy years we saw no change in all; the 2000, 2001 years we actually saw a little bit of a negative change so our ultimate loss expectations went down; 2002 through 2004 we saw no change in any of those ultimate loss expectations and then for the last three years we just saw minor increases in those expectations. So all in all it was almost no change in our ultimate loss expectations and April is looking a lot like what we saw in the first quarter, so again, we’re cautiously optimistic that we’ll be able to maintain our current reserve position.

Wouldn’t you agree though, Tony, it’s fragile?

Absolutely.

All right, but that revision is still 7.5% as a percentage of premiums?

Yes, the current revision of 7.5% really reflects the policies we’re writing in the current environment. My expectation would probably be that when we see some actual results from the 2008 policy year it wouldn’t surprise me at all if we saw lower loss developments given that we have a higher refinance portion of our business and in 2008 relative to some of the more recent years.

Okay thanks. Real quick, on the expense item, you commented on how in the first couple months of the year you weren’t so sure as to what the real outlook for the year in terms of originations would be in re-fi, there was not much change there, I think there was 50 positions added. Now that it seems like we’re running at a maybe 8,000 per, you know order per day range, and assuming that stays somewhat stagnant through the quarter, how much in the way of expense reduction is there still available? I mean you had 360 or so million for personnel this quarter, where should we expect that?

Well in a general overall overview, we have taken out the most of the cost we can take out on a county-by-county basis, operation-by-operation basis. Randy is now in the process of looking at consolidating operations in various low margin counties or negative counties and basically going from multi-brands down from to a single brand. The only way we can really effectively take down expenses at this time, other than getting rid or a receptionist here or there is consolidation. And when we consolidate a Chicago and a Fidelity branch into a single operation, whether it be Chicago or Fidelity, we are then getting significant cost saves. Randy’s goal for the balance of this quarter and through the third quarter is to take out at least 10% of personnel costs, with a goal of taking out 15%. We just need to get our costs better aligned, whether it’s agency, corporate or direct operations space and without impacting our ability to close transactions and do business. So we gave it the ─ Randy and I talked about it last October, we gave it the November, December, January, February to see what happened early in the year, we went through March and you’re exactly correct, we are in a, what appears to be an 8,500 order a month cycle and we need to continue to reduce expenses.

So when you say 10% you’re saying from what, ’07 levels or from?

No, 10% from current levels, 10% are personnel from current levels.

Our next question comes from Lou Sprise [ph]. Your line is open.

Hi, good afternoon. A couple of questions, one on the ─ I was wondering if you could help us understand the time lag with which the better auto volumes flow through to revenue. I think there might be some confusion around that. I mean basically you mentioned the open direct orders were up 22% sequentially, I guess closed direct orders up 4%, but revenues were down 14% and I recognize that some of that has to do with the lower fee per file due to the higher re-fi’s, but could you just walk us through the mechanics there and what that might mean for the second quarter in terms of revenue?

Well the typical lag of closing period is 60 to 90 days, particularly on a resale on the refinances. It’s often shorter than that, but in today’s environment even our refinances are taking a bit longer based on buyers needing to qualify and homes needing to be appraised. But generally it’s a 60 to 90 day process from the opening side clear through to the closings.

Is that different for agency versus direct?

It’s an entirely different subject on the agency side. Our lag time for us to receive our remittance from our agents runs at approximately 4 months.

But we make an adjustment. We accrue for the lag in the agency remittances, so we make an adjustment that’s very similar to the direct business and the trends in the direct business.

So by and large it’s two to three months, so the revenues that we see in the first quarter mostly reflect the fourth quarter auto volume?

That’s correct. November and December open order volumes are reflected the first quarter.

Okay and then I mean the operating expenses were actually down nicely when you look at the personnel line, other operating expenses and so forth, sequentially so that would, I mean to the extent that you can keep those fixed it would actually I guess look very well for the second quarter?

That’s the goal

Okay and then another question on the corporate expense, this other operating expense line item was $27 million versus $16 million I think over the prior run rate? Was there anything specific contributing to that uptick?

Yes, a couple of things. I guess when you compare the pre-tax in both years we have a couple things. We have about $6 million in additional interest expense related to our borrowing in late ’07 to fund the Ceridian investment; we also had a charge-off of some intangible assets at one of our corporate operations of about $3 million, so we had about $9 million of additional costs there. In terms of other operating expenses we also, as Bill mentioned, we had a sale of some real estate through Cascades which added about $8 million. Now that wasn’t a loss, we in fact had a small gain and a larger deferred gain, but we did have additional costs, cost of sales on that of about $8 million that hits that other operating expense line.

Thank you.

Our next question comes from Nat Otis. Your line is open. Nathaniel Otis Keefe-Bruyette & Woods, Inc: Morning gentlemen. First question, just I want to talk about opportunistic headcount adds. Is that in any regions or is there anything, any area that you’re adding specifically?

The additions we made were particularly in California, in the West. That’s where the opportunities seem to be currently and that’s where we have most of our direct operations. So we did make some hires through the first quarter, we’re slowing that down now obviously as we go into the second quarter based on what we see in the current environment.

Well I think that a couple things did happen on the first quarter. Obrey [ph] Public basically closed down their operations in Southern California. There were a few people that became available out of that transaction. Alliance title, which was a ─ at one point had about 3000 employees, in California close it’s doors, there is still a sister company by the name of Financial that we’re not sure what it’s future is and finally, there are changes underway at First America which are causing some consternation within that company and that is making some individuals available that are revenue producers or revenue associated individuals and Randy is just trying to be very careful about who he hires to make sure if they’re revenue attached, that they really are revenue attached. Nathaniel Otis Keefe-Bruyette & Woods, Inc: Okay that’s very helpful. Second question and I apologize if you’ve already gone over it, but in the agent business are you seeing any differential from losses versus your direct business, any difference between the two?

There is a difference between the two and historically it’s been fairly significant, so we are continuing to pay, tell me if I’m not misstating this, we’re continuing to pay on earlier policy years with agents, many agents that have presently been cancelled and there is a ─ we ran a percentage of the agents that have been cancelled and the percentage of claims that were paid and ─ do you recall that?

Yes, we cancelled over the last three years, I think the numbers are, we cancelled and I don’t know what the number of agents is, but it was 15% of our revenue, but 56% of the claims, so we are certainly focused on cancelling the higher claims agents in that process. Nathaniel Otis Keefe-Bruyette & Woods, Inc: Okay that’s very helpful too. Last question and since it was brought up earlier I’ll ask the question on the possibility for, kind of consolidation within the title insurance industry. Do you think there are any regulatory hurdles from kind of a market share standpoint? Are the regulators going to look at any market share level that’s too high for any one player do you think?

Well the FTC has traditionally looked at control of real estate information and real estate data title plants within particular counties on a county-by-county basis. There would be, for example First American and Fidelity would have a difficult time getting together. Those two companies would have 75% of the national market or 70% of the national market, be very difficult. Beyond that I would say that every other company would be in play either they might want to buy us if they had the money. Nathaniel Otis Keefe-Bruyette & Woods, Inc: Okay, great, thank you.

Yep.

Next question comes from Michael Ting [ph]. Your line is open.

Hi, I just want to clarify your claims payment in the quarter. Did you say that you paid about $75 million in the first quarter?

That’s right.

Okay and did that include, does that figure include the 50 million claim that you expect to be covered by reinsurance?

No, the 50 million is not because it’s considered a recoupment as well as a paid, because it’s a receivable, recoup and a receivable and the $75 million is net of recoupment.

Okay, so and what is the time frame for, that you expect from the recoupment?

Well you might mention, Tony that this is a very, very large claim and we’ve recovered a significant amount of money to date and we’re continuing to advance funds to sell the claims.

Right. The expectation would be that that’s recovered through out the course of 2008.

Got it and switching gears a little bit, on the Ceridian side of the business. How does the current, I guess lower economic environment, but higher fuel costs affect the com data side of the business?

We really in January and February, frankly we haven’t seen any particular slow down. Now I hear that as potential, but we really haven’t seen it yet. I think so far the impact may be a little bit over blown, but I have not seen any down turn so far.

Okay and then lastly, you mentioned sort of that you give a priority list of areas that you might want to divest. Are you in any; are you in active discussions with regards to any of those businesses?

You know I’d prefer to just have you wait for an, wait for a release we’re in the process of preparing if that’d be all right.

Okay, thank you.

(Operator Instructions) Mr. Foley there are no further questions at this time. Please proceed.

Thank you. Despite the difficult economic conditions, most specifically in the mortgage and real estate markets, we remain committed to our underlying goals of managing the most profitable title insurance company in the industry and continually maximizing the value of all the assets of FNF for the ultimate benefit of our shareholders. We look forward to updating you on our progress on our next earnings call. Thanks for joining us this morning.

That does conclude our conference for today. Thank you for participating in today’s AT&T teleconference. (Operator Instructions) Have a great day.