Ladies and gentlemen, thank you for standing by, and welcome to the FNF 2012 Fourth Quarter Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. And I'd now like to turn the conference over to your host, Mr. Dan Murphy. Please go ahead.

Thanks and good morning, everyone, and thanks for joining us for our Fourth Quarter 2012 Earnings Conference Call. Joining me today are George Scanlon, our CEO; Randy Quirk, President; and Tony Park, our CFO. We will begin with a brief strategic and business overview from George, and Tony will finish with a review of the financial highlights. We'll then open the call for your questions, and finish with some concluding remarks from George. 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 expectations, hopes, intentions or strategies regarding the future 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 financial and operating results and are not statements effects, 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 fnf.com. It will be available through phone replay beginning at 1:00 P.M. Eastern Time today through next Wednesday, February 27. The replay number is (800) 475-6701 and the access code is 278625. Let me now turn the call over to our CEO, George Scanlon.

Thank you, Dan, and good morning, everybody. 2012 was a successful year for our company on a number of fronts. Our Title business performed extremely well, generating a 14.1% pretax margin. For the full year 2012, we are particularly proud of the 16% pretax margin our Title business generated this quarter. That margin is nearly equal to the peak Title margin we earned in 2003, a year that saw total mortgage originations of $3.8 trillion, more than double the projection of total mortgage originations for 2012. Our employees have worked hard to position the company for this level of success in what remains an improving, but sluggish market, and I congratulate them all for this achievement. Refinanced transactions remain strong. We also saw acceleration in the level of purchase transactions as we experienced an 11% increase in open resale orders during the fourth quarter versus the prior year quarter. For the full year, resale orders grew more than 7% versus 2011 giving us a sense of optimism as we look to 2013. Our Commercial Title business had a record-setting fourth quarter generating nearly $143 million in revenue, by far the strongest commercial quarter in the history of our company. Open orders of 18,300 increased 5%. Closed orders of 13,500 improved by 8% over the prior year quarter. Revenue growth was driven by a combination of the 8% increase in closed orders and a particularly strong 28% increase in the commercial fee per file. For the full year 2012, commercial title revenue nearly $412 million, an increase of 13% versus 2011. We expect the Commercial business to continue to perform well for us throughout 2013. Open order accounts were strong during the quarter growing 25% over the prior year quarter. Overall, open orders averaged more than 10,800 per day for the…

Thank you, George. FNF generated more than $2.2 billion in revenue in the fourth quarter compared to $1.3 billion in the fourth quarter of 2011 as title revenue grew by $328 million or 26%. The consolidations of the Restaurant group added $357 million in revenue and Remy added $275 million in revenue. Net earnings were $152 million or $0.66 per diluted share. Our full year net earnings were $607 million or $2.68 per diluted share. Decreased title claims paid resulted in improved cash flow as cash flow from operations was $243 million for the fourth quarter and $620 million for the full year 2012. Book value per share grew to $20.78 at December 31, a 25% increase per book value per share of $16.57 at the beginning of the year. The Title segment generated nearly $1.6 billion in operating revenue for the fourth quarter, a 26% increase from the fourth quarter of 2011. Direct Title premiums grew by more than 37%, driven by a 25% increase in closed orders and a 6% increase in the fee per file. Agency premiums grew by 21% over the prior year trailing the direct premium increase as more Refinance and Commercial business is done through the direct channels of the company. Agency profitability grew as the fourth quarter agent split improved by 20 basis points to 76%. Title segment personnel costs increased by $81 million or 20% versus the fourth quarter of 2011, and other operating expenses grew by $42 million or 16%, significantly lower than the 37% increase in direct title premiums and the 26% increase in total title operating revenue. This quarter highlights the operating leverage to improve order counts and the future mix shift toward a more purchase driven market. The net effect was a 16% pretax title margin, an improvement…

[Operator Instructions] Your first question comes from the line of Bose George of KBW. Bose T. George - Keefe, Bruyette, & Woods, Inc., Research Division: First, just had a question on the increase in the commercial fee per file. Just curious, what was driving that in terms of, were they large transactions? And also just how we should think about that number going forward?

Bose, this is George. I would say that we had a very positive mix in the fourth quarter with several larger deals getting closed. There was a flurry of activity due to the uncertainty over tax policy and so we were able to get some larger deals done that otherwise might have slipped into the first quarter, but I would view that increase in fee per file as aberrational. Bose T. George - Keefe, Bruyette, & Woods, Inc., Research Division: Okay, good. That makes sense and then, actually just in terms of the commercial volume that comes through your agent channel, just was curious how meaningful that was, just to size commercial as a percentage of those -- the agent premiums?

We don't have great visibility into that, but given the size of our agents, I would say it's relatively modest. The bulk of the transactions come through our National offices that are focused on the commercial market who have the sophistication to handle more complicated transactions. And so I don't think you'll see that much come through agency. There's obviously some component, but I think it's relatively minor. Bose T. George - Keefe, Bruyette, & Woods, Inc., Research Division: Okay, great. And then just one last thing on the book value, was up a little less than the increase in GAAP earnings. I was just wondering what was the difference.

We obviously had a buyback during the quarter, as well as dividend. I mean those are the 2 components that impact equity and that's probably it. I don't remember anything aberrational in the equity roll forward from a negative perspective other than those 2 pieces. I'll look at it to see if there's anything other than the dividend and the buyback in Q4.

And the next question comes from the line of Mark DeVries of Barclays.

Thanks for the update on January of motor trends. Do you have any read yet on the first couple weeks of February at this point?

Yes, I think we're running about 7% ahead of last year. It's tough in isolation to look at 1 week or 2 at the moment in time particularly with the weather patterns being different in the North year-over-year. But again, I'd say the same positive momentum we saw in the fourth quarter continuing into the first quarter of this year.

Got it. And are you still seeing the same kind of 67%, 68% of those being refi you saw in the fourth quarter?

Randy?

Actually, it's a little higher than that. We ran through January and the first couple of weeks of February with refis at about 65%. So the refis are still holding. We think that they'll have some pretty good legs through the first half of the year and of course purchase come up already in January from the back end of 2012.

Okay, great. Can you talk about what caused the increase in the corporate personnel expense in the quarter and what should we think about the run rate moving forward?

Mark, this is Tony. The company adopted an LTIP program or long-term incentive plan designed to compensate certain key individuals for the performance of our strategic investments such as Remy, Ceridian and ABRH. That was adopted during the third -- the end of the third quarter and I think was filed with our third quarter 10-Q. We did have a catch up accrual in the fourth quarter in that line item, so that's what you're seeing. So we have about $10 million of incentive compensation recorded in that line item in Q4. There's no payment due in 2013. The first payment at the earliest would be in 2014. The expected run rate for that accrual amount during 2013 would be $5 million per quarter that's at this point, that's subject to change depending on the performance of those investments. So I would use somewhere around $30 million to $32 million as a run rate for the corporate and other segment in terms of a loss on a quarterly basis.

Okay, great. And any updates you can provide us on thoughts on either monetizing or IPO-ing your ABRH Holdings?

Mark, this is George. At this point, the focus is really on getting the O'Charley's business, which represents about 40% of the total revenue, up to a better margin performance. We were encouraged in the quarter by a positive trend in year-over-year sales, the same-store sales basis at O'Charley's which I think was the first time since 2006 that happened. We've introduced a number of changes to the menu, value pricing, meals at $9.99 and we completed our first refurbishment, both interior and exterior, and produced 20% improvement in sales. And so we're aggressively focused on a renovation program that will actually hit almost half of the O'Charley's restaurants in 2013. It will be split between exterior only and full refurbished, but our experience in the past with those refurbishments is that they generate strong rates of return and steady and improving same-store sales that are sticky. So with regard to any IPO, I think maybe toward the end of the year, if we see the trends come along favorably, we might have the flexibility to do that and, of course, there can always be an opportunity and a transaction with another company to possibly do that, but those are opportunistic and I'd say the focus right now is on the blocking and tackling.

Okay. And in that full refurbishment you mentioned, were the benefits from that kind of in line with or even better than what you're hoping for?

I'd say better than expected. So we were very encouraged and to put it in context the refurbishment -- the full refurbishment cost about $225,000 to $250,000, a exterior package is in the $75,000 to $100,000 range. And we're going to hit, like I said, about 110 restaurants this year. So that, along with the changes we made in the menu, we think will give us better chance at that margin improvement we're seeking.

[Operator Instructions] You have a question from the line of Brett Huff of Stephens.

A few follow-up questions a little bit longer term. Can you guys just remind us, I think you had said, high teens sort of normalized pretax title margins? Based on what you saw in the 4Q, does that increase decrease kind of keep that outlook about the same or any commentary on that?

Brett, I'd say that that's still a reasonable target for us to achieve. We did benefit from the mix of commercial in the fourth quarter, but I would also point out that we're still operating in a almost no growth economy and so I think better days are ahead for commercial as the economy strengthens. We're just obviously, very happy about our margin performance overall to do 14.1% for the year in this market is really outstanding. And so as the mix changes and none of us know what normal will be a couple of years down the road, but the one thing we do know is we'll have more of a bias toward resale transactions than refi. And as you know we get twice as much for every resale transaction. We still think that mid-to higher teens target is realistic and achievable and we'll be getting that in a market that is less than go back to '03 and '04. So we've got the company's cost position in a great position to take advantage of incremental revenue. In fact if you look at the performance of the business over a couple of years ago, almost every dollar increase in revenue from 2010 came to the bottom line in 2012. So we're really -- we've done a lot of good things over the last couple of years.

That's helpful. And could you talk about hiring the refi orders continue to be really pretty good at least stable, which I think is a good thing for now. Where are you on hiring folks to fulfill that demand or are we -- just sort of folks working more over time and are there breakpoints where we need to hire more or at what point do we need to start trimming? Can you give us your thoughts on that as you see things change?

Sure. Randy?

You're correct, we had obviously add to staff through 2012 even into the back end of the year. In the fourth quarter, I think we added about 250 additional employees. A lot of closures as we go in now into the 2013, into the first quarter. But if the orders stay where they are, we'll be able to hold the headcount as the refi start to fall off. At some point in the year we'll make the adjustments. We still manage to our metrics, still watch our productivity numbers. We managed to open order accounts on a weekly basis. So we don't see any really any additional surge in additional hiring, but we'll stay very close to it as this market starts to shift at whatever point in time it does shift, but we'll stay close to it as we go to the resale side. A lot of the people that we hired through the back half of 2012 understood that these were temporary positions based on refinance volume.

And then on the private equity investments, George, you talked a little about Ceridian. What is the sort of the -- what's the thought now that you guys have termed out that debt? Is that still something that is thought to be salable all at once or is there a chance to split it or kind of is there any further thinking on that asset?

I think, Brett, when you look at Ceridian, there's really 2 businesses there. There's a payments business -- I'm going to round the numbers here that's about $500 million, extremely profitable, has a comp data is inside of that business, which targets the transportation industry. And then there's a prepaid card business as well and we're looking at other channels where payments can be used and we're excited about some growth prospects for '13 that we think are very legitimate. On the HR side, it's about $1 billion business and we acquired a company last year called Day Force that we closed literally about a year ago. And we've been focused on integrating their technology into the Ceridian payroll technology and really going from a mainframe-based solution for customers to a cloud-based solution. And we're very encouraged with where we are after that first year, but we've had a number of successful customer implementations. We're seeing momentum on the sale side. And we think it's a transformative opportunity for the HR side of the business. So there's 2 businesses there and I think there's more likely to be a two-step transaction sequence in monetizing those investments. They don't really have any direct relationship to one another. They're separately managed and they serve different markets. So we see an opportunity to monetize one ahead of the other and which one it is, is difficult to say at this point, but the operating trends are moving in the right direction. I think we'll have that flexibility down the road.

Helpful. And then last question I don't know if you have talked about this before but do you all have sort of an equivalent in a normalized EPS that you think about when you think about that high teens title pretax margin making whatever reasonable assumptions you want to make about the 2 newly consolidated businesses?

I think the short answer is no. We look at those high margins, as you get up to 18%, 19% range, in combination with what we would expect to be lower cash outflow for claims as we get through the cycle that we're hopefully on the down trend now. There's not much below the line, once you get there, you've got the corporate overhead and that has not historically moved that much. But I think if you model it out, Brett, from using those high teens margins, you can get to an EPS number. Now we are in the market buying shares back, but there are a lot of shares out there and I don't know that we make that meaningful of a debt net for purposes of affecting the denominator.

And as you -- on that buyback, the stocks hit almost 26 now and I think you typically buy around book value. Or you've been -- would you consider buying above book value meaningfully or is that still kind of the more beautiful range?

We have bought above book values, you can see in what we did in the fourth quarter and our expectation is to continue to be in the market and the stock is trading about 20% above book, still relatively cheap on an earnings multiple basis and so we think there's good value there.

[Operator Instructions] You have a question from the line of Alan Danzig of Lord Abbett.

Very impressive title margin this quarter at 16%. I was wondering, given the high commercial fee per file, how much of an impact did that have on the margin and what would be a more of a run rate given that I would think that this higher quarter to the tax rules as an unusual quarter. I want to know if you think of a more normalized margin for the quarter.

That's a mathematical question that...

Well, I can certainly try to plug in numbers, but I don't want to assume what a commercial margin would be.

You know what I would do? I would just take the average commercial fee per file for the year and just use that as a proxy for the fourth quarter and then take the delta. Fourth quarter seasonally is always our strongest quarter. And the first quarter is our slowest. So there's always going to be that seasonality, but I think if you take the average for the year, you'll get maybe something directional. Tony, is that reasonable, do you think?

Yes. I mean, I'm just looking at some numbers here that shows actually our commercial pretax margin in 2011 was identical to our commercial pretax margin in 2012 at 31%. So just because we had a really strong Q4 in commercial, when you kind of smooth that out over the course of the year versus the prior year, they're almost the same. Now we did jump up in Q4 with the margin above 35% in that business, but overall, relative to the 16% overall, it probably didn't have a huge impact on the entire Title business because it's $143 million of revenue versus numbers that are a lot bigger than that overall.

And the next question is from the line of DeForest Hinman of Walthausen & Co. DeForest R. Hinman - Walthausen & Co., LLC: I apologize in advance if this has already been asked. I've been on and off the call, but on the restaurant business, it looks like the operating profit is trending in the right direction. Is there any thought about increasing the level disclosure around the number of locations in the same-store sales trends among the different brands. And you did speak about separating the companies at least internally from a reporting perspective, but when can we expect some increased transparency in that segment?

DeForest, I'd say we'll reevaluate that during this year and maybe toward the end of the year that will make sense, but if we look at our concepts 5 of the 6 had improved, same-store sales in the fourth quarter so we're monitoring all the metrics that you need to monitor in the restaurant industry and over time, I think you'll see us expand our disclosure but right now, we just began consolidating them this year. If you look at our financials, there are no year-over-year comparisons because we started that midyear. And I think we need to get a good year under our belt and then we can evaluate the appropriateness of that. DeForest R. Hinman - Walthausen & Co., LLC: And can you kind of talk about how things have progressed thus far on some of your initiatives. I know you talked about doing some remodels and I know you talked about the menu changes. Can you kind of characterize the customer response either from the new remodels or the new menus or both.

Well, I'd say as evidenced by that one full remodel that we completed in mid-November, a 20% pickup that's held is very encouraging. We rolled out the 9 for $9.99 menu at a handful of locations and rolled it out at all the locations in mid-January and the customer reception to that has been extremely favorable. We introduced pies at a handful of restaurants and found that the demand greatly exceeded our expectations. So we see another channel for pies through O'Charley's that we currently enjoy at Bakers Square and Village Inn. We're tracking to get the $20 million of synergies. We relocated the ABRH management team to Nashville. We're pacing according to schedule and are encouraged by everything we've seen so far. I say the economy remains a challenge so the casual dining segment is very competitive and there's commodity price pressure that everybody experiences, but we feel like we're doing the right things to position margin expansion, which is what we really want to get. And then separately, by combining J. Alexander's and Stoney River we really now have a segment with about $200 million of revenue that can focus on the upscale side of the market, which is very different from the casuals and family side. So I'd say another year of transition opportunistic M&A when it makes sense and we get the margin expansion going with O'Charley's this year, that will really give us some more financial flexibility.

And the next question from the line of Karan Ahooja of Eminence Capital.

I guess, first question just to follow up a little bit on the point you made on the February orders, I guess, up 7% year-over-year. And I respect the fact that we're only a few weeks into the month, but if I look at that versus last year, that implies something that looks better on a daily basis and kind of anything we saw last year? Am I looking at that right or is there some math that I might be missing?

You mean relative to first quarter of last year?

No, I mean if I look at the daily orders for the full year, 7% over February, which actually looked like it ended up being a pretty good month last year. It suggests that what you currently are doing in February is sort of the best you would have done even last year?

Here's the way I would think about it and the other guys can chime in here. The first quarter is seasonally slower until we get into the spring season. And so you'll see the summertime activity order levels generally on a daily basis, higher than you will in the winter and this time of the year. So it's better year-over-year but on a per day basis, below what it was probably in the late summer through late fall period. Is that fair, guys? You're nodding at me here yes, so. Yes, so but the point is I think that the momentum we saw in the fourth quarter is continuing into the first quarter, which is encouraging.

Got you. And just in terms of the 11% increase in purchase which is obviously terrific to see, is that seeing -- showing any signs of being beyond 11% in Q1 or is that kind of stable at that or even down?

I'd say, not at this point but I think we've all read the data which says that there's not very much inventory out there. I think the home builders are benefiting from that and really we get into the time of year when people are deciding to move and so I think it will be interesting to watch the inventories over the next 60 to 90 days to see if more supply is coming out of the market and obviously that would be good because it would promote more transactions. The lack of supply has benefited pricing in many markets and so you're seeing multiple bids in many situations. But we do need more inventory out there and I think that's probably the key variable for growth in the resale market in 2013.

And then just shifting to housing prices, which obviously, I respect that it's not a one-to-one relationship, but clearly you have buckets in terms of how you price your product. How should I think about the benefit obviously if you look at kind of the orders now up, say 7%, or whatever might be over last year and then housing prices seem to be up mid to high digits maybe even more if you exclude some things here and there? Should I think about that as actually being a pretty good sort of you should assume that incremental lever or how do you sort of build it up in your minds?

Well, it clearly is embedded revenue growth as housing prices increased. It is not one-for-one, so that a 4% increase in the price of a house does not yield a 4% increase in the Title premium. Tony, do we have a ration or is that...?

Probably, roughly I would say maybe 60% is what you'd get out of that. It is a sliding scale, it does increase, but to your point, it isn't dollar per dollar.

And then, I guess, in terms of how you compensate employees on that sort of that amount that's coming from housing price depreciation, would that all flow through to the bottom line or is that going to your employees? I guess, I'm getting at the incremental margins of that.

Generally, the employee compensation is driven by pretax profitability so as title premiums increase whether or title revenue increases whether it's because of more volume or a change in mix or the benefit from higher real estate prices, all those things contribute to better profitability and our managers are incentified to maximize that profitability. So their compensation is driven by their own success.

Got you. Sorry, I now have got a bunch here but just on the provision I know you've kept it 7% for a while now. Any thoughts on bringing that down as we get farther away from the poor advantages?

Yes, I think so, and I think that's something we'll probably be talking about in a year. I think we'll hold it at 7% this year, maintaining some conservatism as you saw our claims paid through the year came down dramatically from last year we expect that trend to continue. We're all still dealing with those years where the loss ratios approached 9%. The last 3 or 4 years has been closer to 5.5 or 6. So we're encouraged by the recent trends and actuarially I think we'll get more credit a year from now than we're getting that. So we won't aggressively drop it, but if you get a 50 basis point move, it goes straight to margin and that may be appropriate a year from now.

Got you. And then the last question I had is just in terms of the use of cash to kind of better understand what sort of the options are with the dividend just probably about $150 million. Deal wise, you're doing little tuck-ins which seem awful. Obviously, over time you've done a terrific job with those. What should we think about as being the rest of it? I mean should it be [indiscernible] one-time dividend, would a buyback be more likely than that and kind of how much actually can you kind of realistically given that is out of your insurance subsidiary?

As you know, the insurance companies are regulated so that cash flow has to go through a formula before it can be upstreamed into the parent company. Clearly, our balance sheet is very conservative, our leverage ratios are relatively low. The cash dividend is a priority for us. We raised it I think 15% coming into this year and 17% last year. We've been active in the market and I think we'll continue to be active in buying shares back. And again, remaining opportunistic for acquisitions, but being selective in that. I think if you look at our track record, we've been good buyers of businesses and then we've invested incremental capital to grow them and create disproportionate value and also made it clear that on any given day, everything is for sale. So right now, I'd say we're in a growth mode with our restaurant businesses, a transitional mode with our Ceridian business and Remy, as they reported their earnings yesterday, they've got a solid foundation for growth. So I'm not sure there's going to be any significant exit events that would generate incremental cash this year, but cash from operations should strengthen and that just gives us flexibility. We've done a one-time dividend in the past, wouldn't rule that out, but I wouldn't pencil that in at this point in time.

And within that formula that you mentioned, I guess, part of the reason I asked is I guess, my understanding of the formula is that, it's based on your prior 12-month earnings obviously, whereas this year, it was quite a lot better than it obviously was in 2011. Is that a fair characterization?

No, I think you have to take into account some of the gains we recognized in consolidating the restaurant and Remy operations where we basically stepped up their value from what we paid for it to what it was currently valued at. So that helped enhance both book value and the earnings per share for the year. We had talked a couple of years ago about a payout ratio and I think because the market is transitional, and if you look at the projections, from MBA they're still projecting a 20% decline in originations this year. So it's hard to be formulaic about your capital allocation policy when we're still on a real estate market that's in transition. But we're comfortable, as I said, with growing the cash dividend, being active in the market for our stock and then being good allocators of that capital to M&A when it's appropriate.

I'll just squeeze one last one in there on Remy because we don't have a lot of history with that one. I think if you make the adjustment for -- or sort of highlight it as a one-time thing in the press release, it's about $12 million of pretax earnings this quarter in that segment. Is that a good run rate or is Q4 seasonally high or low?

They don't give guidance and I would refer you to their call yesterday, which they had. You can get the transcript for that or listen to the call. Their business can be very much affected by the weather. The aftermarket business for starters for example dramatically increased in the cold winter because starters tend to burn out in the wintertime just as in a hot summer, alternators tend to burn out. So there's some seasonality to that side of the business, which represents about 40% of their revenue base. The OE market Is more tied to overall vehicle production and as you know, that can stop or start or be suspended based on sales volume. So there's a lot of movement but I think they're generally fairly calendarized evenly over the year, but I would refer you to their website and Investor Relations for more specifics.

And there are no further questions in queue. Back to Mr. Scanlon for closing remarks.

Thank you, operator. The fourth quarter was a great finish to a very strong year for our company. We're proud of the 16% pretax margin our Title business generated this quarter. Margin rivaling highest title margin in the history of our company. As we enter 2013, we remain focused on our overriding goal of creating value for our shareholders. Thank you for joining us today.

Thank you. And that concludes our conference for today. Thank you for your participation and for using AT&T Executive TeleConference service. You may now disconnect.