Ladies and gentlemen, thank you for standing by. Welcome to the 2009 second quarter earnings call. At the request of Mr. Murphy, all participants are in a listen-only mode. (Operator instructions) I would now like to turn the conference over to your host Mr. Dan Murphy. Please go ahead, sir.

Thank you and good morning everyone and thanks for joining us for our second quarter 2009 earnings conference call. Joining me today are Al Stinson, Chief Executive Officer; Randy Quirk, President; and Tony Park, CFO. Our Chairman, Bill Foley, is out of the country and will not be able to participate in the call today due to Time Zone differences. We’ll begin today with a brief strategic overview, and operating company review from Al. Randy will provide an update on the title business, and Tony Park will finish with a review of the financial highlights. We’ll then take your questions and finish with come concludes remarks from Al Stinson. 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. 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 the risks and other factors detailed in our press release dated yesterday and in the statement regarding forward-looking information, risk factors and other sections of the company’s Form 10-K and other filings with the SEC. This conference call will be available for replay, via webcast at our website at www.fnf.com. It will also be available through phone replay beginning at noon Eastern today, through next Tuesday, August 4. The replay number is 800-475-6701 with an access code of 106308. Let me now turn the call over to our Chief Executive Officer, Al Stinson.

Thank you, Dan. The second quarter was successful on a number of fronts. First we achieved a significant increase in revenue in earnings in the title business as we begin to close a meaningful number of the orders that we opened in the first quarter and early second quarter, producing a 9.2% pre-tax margin for the full quarter. Additionally, we exceeded a 10% pre-tax title margin for the month of June. Open order counts did slow as the quarter progressed, following the increase in mortgage rates. However, order counts have been stable around 9,000 open orders per day for about the last six week, which allows us to more effectively manage the business. We completed the integration of Lawyers and Commonwealth during the second quarter, generating an additional $32 million in cost synergies, in addition to the $231 million in cost synergies previously realized for an overall total reduction of $263 million. We eliminated a total of about 2300 positions, more than 40% of the employees transferred at closing and more than 240 offices as part of the integration. After losing approximately $20 million in our first month of ownership in January, the Lawyers and Commonwealth operations are now producing similar margins to our other underwriters. These underwriters are now fully integrated into the FNF family and we look forward to their continued significant contribution to our market-leading title insurance business. We were encourage to see the first quarter Demotech market share statistics, which showed our market share to be 45.4%, essentially equal to our pro forma 2008 Demotech market share of 45.8%. Meaning, we effectively loss no market share in the first quarter after the Lawyers and Commonwealth acquisition. In April, we were successful in issuing 18.2 million shares of our common stock for about $331 million in proceeds…

In the title business total open order of volumes were stronger early in the quarter and slow with the increase in mortgage rates late in the quarter. We opened 13,600 orders per day in April, 12,100 per day in May, and 9,200 orders per day in June. The decline in opened order counts was clearly driven by the slowdown in refinance orders as the refinance percentage fell from 70% of open orders in April to just over 50% in June. Since the beginning of June where we began to reduce headcount, we have eliminated more than 500 positions. We will continue to monitor our productivity metrics weekly, and make staffing adjustment as the order counts dictate. We also continued to aggressively manage our agency relationships. Before the Lawyers and Commonwealth deal, we have eliminated approximately 2,800 or approximately 35% of our agents between 2006 and the third quarter of 2008. Since the December acquisition, we have eliminated another 2,900 agent, of which 2,600 were from the Lawyers and Commonwealth operations. We have reduced a Lawyers and Commonwealth agent base by more that 40% since the acquisition. These agents represented only about $25 million in net premiums in 2008. The agents terminated have been low remitters and/or both with high claim levels. The commercial title environment continues to be difficult. We opened approximately 23,200 commercial orders in our national commercial divisions, and closed approximately 13,300 commercial orders generating approximately $52 million in revenue on a continued lower fee per file figure of $3,900. On a sequential basis, the commercial business experienced better order volume and slightly higher revenue despite a 12% sequential decline in the commercial fee per file. Commercial revenue accounted for approximately 13% of total direct title premiums in the second quarter. Let me now turn the call over to Tony Park to review the financial highlights.

Thank you, Randy. FNF generated $1.6 billion in revenue for the second quarter, with pre-tax earnings of $131 million and strong cash flow from operations of $155 million. The title segment generated $1.45 billion in total revenue for the second quarter, an increase of 40% from the second quarter of 2008. The current quarter’s results include the results of Lawyers and Commonwealth, while the prior year results do not. Direct title premiums increased by 27% and agency premiums increased by 50%, versus the second quarter of 2008. Without the impact of the Lawyers and Commonwealth operations, direct premiums increased by 7% and agency premiums increased by 6%, versus the second quarter of 2008. Escrow and other fees increased by 33% versus the prior year quarter, 16% before the impact of the Lawyers and Commonwealth operations. Asset link generated $43 million in revenue, $27 million of which was pass-through revenue that also shows up as an expense in other operating expenses. Excluding Lawyers and Commonwealth, title segment personnel costs decreased by $7 million, or 2% versus the second quarter of 2008. Excluding Lawyers and Commonwealth other operating expenses declined by approximately $500,000 from the second quarter of 2008. Despite the significant increase in open and closed order volumes for the prior year quarter, both personnel and other operating expenses actually declined allowing for the significant increase in the pre-tax margin. The profession for title claims was $73 million for the second quarter, actual title claims paid in the quarter were $77 million. Actual claims paid were $133 million for the first six months of 2009, versus $244 million on a pro forma basis, including Lawyers and Commonwealth for the first six months of 2008. Claims experience continued to be positive for the third straight quarter, and our balance sheet reserves remain…

(Operator Instructions) Your first question comes from Andrew Wessel - JP Morgan

I mean, kind of comparing what you would expect a normalized fee per file to be versus, kind of 2007 levels are up in the $1600, kind of $1700 range. Is there some kind of guidance you can give us around that?

Our resale closings in the second quarter, or the refinanced closings in the second quarter ran about 65% and that gave us a fee per file of the high $1100 per file. As we move more towards the 50/50 mix that we see on the opening side today, which will probably flush out in the third quarter. The fee per file based on even last year 2008 will start to run back towards that $1600 level. So we see that moving now, we’re actually moving through $1200 right now as we sit in July.

Thanks Randy, that’s very helpful. Then on operating expenses you mentioned now that you’ve got a more stable order account, have a little bit better visibility I guess into the next few months of operations. Can you put any numbers around or percentages around what you’d expect that happens at OpEx line?

It’s difficult, but we are in a pretty stable environment at 9,000 orders open today. As you know, given a steady state we always manage the business effectively. So our target remains 10% pre-tax margin. I don’t see any reason we can’t achieve that at some real aberrations in the market, and I would say that with Lawyers and Commonwealth fully integrated in where we are, where Randy is with his staff reductions, we are well positioned that might popup such as volume increased, purchase transactions and perhaps increased commercial transactions, which would further increase that fee per file. I think we’re in pretty good shape. As you know, we don’t give guidance, but I think the 10% number that we’ve talked about many times is doable.

Is that at the title segment or is that on consolidated basis, that 10%?

Tony, do you want to take that, because I’m not sure. Right now, there is a lot of differences there.

There is not a lot of difference. There is not a lot of business outside Title other than the specialty insurance business, which is probably running about 15% pre-tax margin. Then we have a corporate segment that has some losses, but generally the guidance we provide on the 10% relates specifically to the title segment.

Then my last one is, can you give the price that you repurchased that $71 million of debt at?

No, it’s pretty close to par. I think it was about 99%.

99%, 99.5%, something like that.

Your next question comes from Mark DeVries - Barclays Capital.

It looks like there was a modest decline in agency premium as a percentage of the total. Is that a product of just kind of further went owing down of those agent relationships or was it more kind of one-time in nature?

I would say it’s partly due to the reduction in agents. Although, as we mentioned most of those agents are low remitting agents that don’t have a huge impact on net premiums, but overall I wouldn’t say we suffered much of a decline. I think if you look at the FNF legacy business, I think year-over-year our direct business was up maybe 7%, and our agency business was up 6% or something like that. So I don’t know that we believe that there was much of a change.

It looks like you also had a little improvement in the agents splits, is that kind of a product of the same process that you’re undertaking?

Yes, it’s a combination of that. I believe most of that would relate to reductions on the Commonwealth and Lawyers side. They had several agents that are based in the western part of the country that generally have lower splits to the company. So yes, we did see some improvement in that area in terms of net remittance. I don’t remember the exact number. It might be 79% or 80%, I think is what our net retained was.

Appreciate the updates on the progress you’ve had with the rate increases. Just trying to get a sense of how much of that is already kind of flowing through to your results. It sounds like you’re about two-thirds of the way through getting the approvals done. How much of that was already kind of done at the beginning of the quarter, and how much more improvement do we have to see flowing through the numbers over the next couple of quarters?

Randy, you want to try that one?

Sure Al. Many of these filings were done in the early part of the year and often, when you have a filing you have to wait 30 days until you can use it. Once you’re in play with the new filing, you have obviously wait until the opened transaction closes. So although it’s difficult to quantify, in the second quarter we believe we saw some of the benefit of the rate increases. We should see the full benefit at least with the current filings in the third quarter, and we’ll have a better look at it obviously at the back end of the third quarter.

Your next question comes from Doug Mewhirter - RBC Capital Markets.

I just had two questions. First on the margins, you said you’re currently looking at 10% pre-tax margins in June; two questions related to that. Was that with any benefit of realized gains? Because I noticed when you reported the overall second quarter, it had $10 million or so of realized gains.

Tony, you want to comment on that?

Yes, there was some impact of realized gains in the month of June. I don’t know that it was significant, maybe about $5 million or so.

I guess the second question related to that is the ongoing margin improvement. Assuming stable revenues, do you envision improving margins and stable revenues or I guess did you realize maybe some incremental benefit of revenues on flat costs. I guess that was a poorly worded question; I hope you understand what I’m asking?

I think I do Doug. Let me try to answer it this way. I think we have always demonstrated and always felt that you give us a steady, level, playing field, so to speak and our margins will increase. Because we will just continue to fine tune the operations. Randy will look at every aspect of it, and I think you would get additional margin improvement. Randy, any follow-up on that?

Yes, I would agree Al. If the open order is to stay where they are, we are not going to be chasing the volume down. We did eliminate 500 positions since the beginning of June. Once the volume started to turn, we’re not done with that. We’re going to continue to make our adjustments as this swings more to a resale market. So we should be bringing the staffing down, but also increase our fee per file as we go through the third quarter.

My last question is just a numbers question maybe for Tony. I noticed your consolidated tax rate was in the mid-20s, was there any, I guess capital loss or operating loss carry forwards that you used to free the line and could you break that out? Could you make that distinction if you did?

Yes, there really wasn’t. It was mostly related to the components of our pre-tax earning. As you know with the significant investment portfolio, we have a lot of tax-free municipal bonds that contribute to that pre-tax number, so based on the components of that, we’re at about 26%. We don’t anticipate much of a change in that rate through the end of the year. Of course that could be impacted by fluctuations in our earnings, but 26% is kind of the target that we’re looking at right now.

Your next question comes from Bob Napoli - Piper Jaffray.

A follow-up on the tax question, what would you expect in 2010 I guess if some benefit from losing money in the first quarter of 2009. What would be the kind of a long term tax rate target?

Probably closer to a 30% rate. In a large earnings year, it’s hard to know without having a feel for what our projected earnings would be, but in a real significant earnings year like we saw back in, let’s say ‘04, ‘05 timeframe, we’re close to about the 35%, the statutory rate. So somewhere between where we stand today and a 35% rate would be kind of where I would estimate, but maybe 30% is a rough estimate for 2010.

Okay and the 10% pre-tax margins, Al, obviously the first and fourth quarters are much weaker quarters, especially the first. You’re at that 10% run rate on a full year basis kind of in the current kind of market we’re at in today? That’s kind of hard to...

Yes Bob, I was more just thinking on a go forward basis. At the 9,000 orders we should be able to generate 10% and as I mentioned, on a follow-up question, you give us a level playing field and those margins will actually improve. So I wasn’t really speaking about a full year margin, more just on a current basis.

Normalized return on equity, what are your thoughts. You’ve gone through a pretty rough environment and as you look forward to 2010, 2011, what do you think is the right return on equity for this company?

You followed us a long time Bob, and you know that in the good days we consistently generated a 20% plus ROE. I think on a normalized kind of basis, I think that’s more what you are thinking about. What would it be and I think the right number is probably 15% on that kind of basis. Frankly, with the kind of ROE we’re generating right now in this economic environment, I think its pretty good, and we’re also very proud of the fact that our integration efforts at Lawyers and Commonwealth have generated very rapid returns. So, I think the 15% is probably a good number.

Just on Ceridian, what was the loss on Ceridian last quarter?

Tony, do you recall? I think it may have been a little smaller than that, but I don’t have that number right at hand.

I think it was roughly $10 million or $12 million that included some realization of some losses on I believe it was related to foreign currency translation adjustments, but it was $10 million to $15 million.

Right now your thoughts on that investment are just looking long term, not doing anything with it in the near term, is that…

Yes, it’s a long term play, there’s no question. They are impacted by decreases in employment. They are primarily a pay processor, check processor or payroll processor, plus their Comdata segment is impacted by the decrease in truck transportation. So they sort of have the double whammy. Frankly they’re doing pretty good under the circumstances. Their results are improving they are doing the right things. They are cutting people. They are well underway in creating a new and improved payroll processing platform that will fully integrate everything they are offering, and I think that’s going to be a big plus. It’s already resulted in them picking up a major new customer. We have no concerns there, no debt problems, no debt covenant issues, and it’s just sort of a grind it out, and you get that new platform in play, get an improved employment market and they will be just fine.

Just on your reserves, what are your feelings on your reserve levels relative to and have claims continue to moderate as you saw in the first quarter and are you starting to look over reserved?

We’re certainly pleased with the results for the first two quarters. That is very gratifying to see. I’m going to let Tony though talk more how he’s looking at it as we move through the year.

Yes, I would say that as Al mentioned, we’re pleased with the results we’ve seen, really since December of last year. So trends have been favorable both on the Fidelity side, as well as the Commonwealth Lawyer’s side. As you know we are providing at 7.5%. That’s currently a provision level that makes sense to us. I guess if there’s any movement in one direction, that could potentially go down. We are seeing a bit of a redundancy on both portfolios. It’s not a significant redundancy at this point, but we are tracking that closely as favorable trends come in. So payments as we mentioned, are well below what we saw on a pro forma basis in the prior year. So that’s certainly favorable, but we’ll continue to monitor it really throughout the rest of the year, both the current provision level on current policies issued, as well as whether the redundancy grows to a level where that potentially needs to be adjusted.

Your next question comes from Nik Fisken - Stephens.

If you look at since you closed land, the competitive landscape from that point up until today, how would you characterize, how it’s changed?

Nik, I think I’m going to let Randy try that one. He’s probably a little closer to that or much closer than anybody is on the call.

Thanks Al. On the street level the competitive issue hasn’t changed much at all. We’re still in a relationship business. In each of the particular areas of the country where we have multiple brands, and the other national underwriters is still very, very competitive. What this has done certainly has helped us with our market share in many of the states, and we’ve been very, very impressed with the Commonwealth and Lawyers people that have come onboard with us. They’ve integrated very well, they’ve been very cooperative and they have a real good presence in each of their markets, but overall competitively, other than it gives us a larger footprint, I think it somewhat remains the same. It’s still a very competitive environment, but I believe we’ll do quite well with it.

How about on the commercial side?

The commercial side obviously has softened. We had a better second quarter than the first quarter with the openings up about 10%, closings were up 20%. The addition of the Commonwealth Lawyers group again has been very beneficial. They’ve contributed about one third of our commercial revenue here in the second quarter. So they had a very strong presence there and it looks like that’s going to continue.

On the big deals, are you seeing FAF or Stewart get a little bit bigger share since you acquired land?

No, we’re not seeing that they were participating in any less than larger transactions.

Then lastly I’ve got another one for Randy; since I don’t have it down crystal clear, can you give us the title headcount at the end of the year? Then I know you guys added some at some point this year and then kind of where it is today after you cut the 500 since June 1?

Well, I can’t give you the actual headcount at the end of the year, but I can tell you that through January, through the end of June we added about 850 employees and since June 1 through this last week, we reduced about 500, so we’re up. I believe it’s about 350 employees and again there’s a lot of closings that have spilled over into July and should be in to August on the refinance orders. So as that closing volume starts to come down, we will continue with our staff adjustments through the third quarter.

Of course, that doesn’t factor in the 2300 staff reductions we had on the Commonwealth and Lawyers side.

So it sounds like the July closing should be pretty similar to the June, 180 number?

Yes, the reifies have been taking a bit longer to close as we had expected. So they are rolling over through July.

Your next question comes from Rajeev Patel - SuNOVA Capital.

Just one clarification and a follow-up; the clarification is, Al you were saying that the 10% margin is do-able. Is that something which you’re shooting for over a longer term or is that something which you think you could hit in the third and the fourth quarter if the environment stays stable?

I think we’re seeing more near term. We look at that as what we expect to do and as you saw, we were there in June pretty close to the second quarter. So that’s certainly our expectation. Now again, we don’t give guidance and we don’t know exactly what the market is going to bring to us, but it’s certainly a reasonable expectation.

Then the fee per file, so you are running $1100 and change in the second quarter and you said that end of July, that’s now north of $1200. The $1600 number, was that one where if you fully hit 50/50 purchase refi, then your fee per file could be $1600 or was I thinking about that incorrectly?

I think that is what Randy was saying, but I’ll let him be more specific.

Yes again, it’s really when you get to a 50/50 ratio between the refinance and resale closing that it moves up through that $1600 level.

When your rate increase, that becomes probably more do-able than one might think.

So, if we stayed in this current 9,000 order per day and a 50/50 mix through year end, could we potentially see that fee per file increase to $1600 by year end or how fast would it take to flow through?

Yes, I believe it will. The faster we get to the 50/50 in terms of closings on the resale’s, the quicker obviously it will move to that $1600 range and we are now opening at a 50/50 level right now, refi’s to resale’s. So, it should move through quickly.

Your next question comes from Lavon Von Redden - Hockey Capital.

Sorry if I’m kind of coming back to the same issue. This 10% margin number, obviously if we kind of look at this as a situation where the world is kind of stabilized and if you do get to that close to 50/50 level, what does that mean then for what your operating margin should look like? Maybe you can give us a better feel for what you think it should look like over time.

I wasn’t looking for guidance, more just to kind of wanting to dream, the dream as to what potential margins could look like?

Well Tony, let’s go back to the margins, when we had a very good market, what did we do for example in some those years.

Well 2003 was the best year that we had in terms of absolute margins and part of that was, it was a combination of a huge volume of business. I think mortgage originations were $3.8 trillion or something like that. We didn’t have the infrastructure in place really to accommodate. We were scrambling to hire enough people just to process those transactions. So with that, we came in with something approaching a 20% pre-tax margin in the title segment. Of course there were some various differences that you’d view in our business today than you had then. Right now the commercial is pretty soft. We had some commercial business then. Refinanced business might have been 75% or 80% of the total in 2003. We also had a loss provision that was lower than what we have today by maybe 200 basis points. So you have to factor in some of those things, but I would say the potential reach is somewhere approaching 20% and of course right now our target is somewhere approaching 10%, given that we only have one of the three facets in the business going and that would be the refinanced business with not a lot of purchase volume, and not a lot of commercial business.

Alright, one follow-up to that, it seems to me if the premise that were pretty close to the bottom today, over a real estate cycle, I think you could say it will range from 10% to 20%. Like Tony says, if the housing market comes back, the interest rates cooperate, we’re at a cost structure to take huge advantage of that, as we have in the future. So over a reasonable cycle, probably 10% to 20% is a pretty good range to talk about.

The second question was related to; I guess the normal thinking is that when you do a large acquisitions like a Commonwealth, that there is a desire for companies to use or broaden their use of various title insurers, and yet you’re still showing no real change in your market share. Maybe you could help us understand kind of why this acquisition was different or what you think is happening different in the market so that you are not going to lose market share in the future?

I’m not saying we won’t. I think a lot of those sales, we would probably lose a little bit, it’s hard not to. We were very gratified that we didn’t in the first quarter, but basically what you’re doing is you have acquired two additional brands. So now we’re operating, Tony, how many brands in total do we have?

We have seven.

So we have seven brands. Each one of those brands has sort of their own group of customers. So the expectation would be that you would keep those customer bases that were attached to the brands. However, what is extremely gratifying is our ability to earn Lawyers and Commonwealth quickly from losing $20 million a month to margins very close to what Fidelity are doing. That says a lot about the people we have at Lawyers and Commonwealth, and frankly the acquisition is behind us. So probably the real story on that is for what we invested, the tremendous return that we’re getting within six months from that acquisition. So if we lost a couple of points in market share, that’s not the story line. The story line is how much money we’re making after the integration of those operations. So that’s sort of some thoughts on how we would look at it. It’s more a pre-tax profit story, then a revenue story, but we’ll fight. I think Randy and his group will fight to keep every point of market share that we can.

Your next question comes from Tom Shandell - FIA.

A couple of questions on capital structure; following the equity offering, you’ve obviously taking care of some of your debt. I was curious as to how much availability there is under your revolver presently, and if you’ve given some thought now that the credit markets have thawed, to what your strategy is to deal with the rest of the 2011 maturities?

Tony, you want to comment on the availability that I might follow-up on some of our thought process on capital management?

Yes sure, we have a $1.1 billion credit facility. That matures at the end of 2011. We have $400 million drawn on that, so we $700 million available under that facility.

In terms of capital management, we have always been buyers of our stock when we get close to where the price is, below book value or close it to and obviously we have been buying stock and will continue to look at those opportunities. We’ll also look at further pay downs of some of those maturities on our bonds, as we have the opportunity and we’ll continue to manage our debt levels consistent with what Moody’s and S&P like us to be at, because that’s important from a title insurance point of view and that’s just some of the thoughts that we have on use of capital.

I imagine your investment bankers are calling you with strategies all the time?

All the time, that’s a fair statement.

Your next question comes from Bob Napoli - Piper Jaffray.

Just to follow-up on your calculation of fee per file. If we calculate the direct operations revenue per order closed, we come up with about $781 versus your reported 1173. Does your number include the escrow? Can you give me the exact calculation?

Well, I don’t know that you can pull it Bob directly off of the income statement, because it excludes some of the fees that are included in revenue, but it certainly does include direct title premiums and a significant portion of the escrow and other title-related fees. So, it would include refinanced business, purchase business and commercial business, all blended together, but it would exclude businesses like our AssetLink business, which is our REO management business and evaluation business that we have and a few other businesses it would exclude. So it’s hard to give you the exact numbers there.

Before thinking of the escrow fees as for a purchase versus the refi, I understand the kind of the 2:1 ratio purchase versus refi total revenue. How does that work out on the escrow portion?

I would say that there are so many variables across the footprint in the organization in terms of what you are going to see. A lot of times you see a flat fee for escrow in certain parts of the country. In other parts you don’t; it more varies with the size of the transaction. I think commercial business you generally don’t have as large an escrow fee relative to the size of the premium. So, it really moves all over the place. Generally, we said that it trends with the title premium. So if a refi is half the purchase on the premium level than it’s sort of half on the escrow fee, but it’s not exactly that.

There appears to be no further questions. Mr. Stinson, please go ahead with any further parts you wish to raise.

Thanks for joining us this morning everyone and we look forward to talking to you next quarter.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference. You may now disconnect.