Good morning, good afternoon and welcome to the FNF 2019 First Quarter Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. [Operator Instructions] As a reminder, today's call is being recorded. I will now turn the call over to your host Dan Murphy. Please go ahead sir.

Thanks, and thank you everyone for joining us for our first quarter 2019 earnings conference call. Joining me today are our CEO, Randy Quirk; President, Mike Nolan; CFO, Tony Park; and EVP, Brent Bickett. We'll begin with a brief strategic overview from Randy. Mike will review the title business 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 Randy. 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 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 fnf.com and will also be available through phone replay beginning at 4.00 PM today through May 2. The replay number is 800-475-6701, and the access code is 465966. Let me now turn the call over to our CEO, Randy Quirk.

Thank you, Dan. The first quarter was a strong start to the year for our title business as we generated adjusted pretax title earnings of $172 million and an 11.3% adjusted pretax title margin. I will let Mike Nolan go into more detail on the title business. With respect to the acquisition of Stewart Information Services, we continue to respond to the second request of the FTC. We have also filed a new Form A application with the New York State Department of Financial Services, which disapproved a prior application to acquire control of Stewart insurance company. We will continue to respond to the FTC's second request and maintain discussions with all other relevant regulatory bodies to seek approval of the proposed acquisition. We remain confident that the Stewart acquisition will create meaningful long-term value for our shareholders. We will not be able to further comment or take questions on Stewart. In February, our board declared a $0.31 first quarter 2019 cash dividend, a 3% increase from the fourth quarter 2018 cash dividend. We used $85 million to pay that March common stock cash dividend. Other capital uses in the first quarter included the repurchase of 510,000 shares of stock for approximately $18 million and cash interest expense on our outstanding senior notes of $22 million. Additionally, in February, Cannae Holdings drew the full $100 million under a line of credit that was established at the time of their separation from FNF. FNF receives interest of LIBOR plus 450 basis points on the outstanding loan balance. Cash flows were $207 million, primarily from underwriter and non-underwriter dividends that were paid up to the FNF holding company level in the first quarter. The net result was that we ended the first quarter with approximately $535 million in available holding company cash. Let me now turn the call over to Mike Nolan to discuss the title business.

Thank you, Randy. We generated adjusted pre-tax title earnings of $172 million, a $14 million, or 8% decrease from the first quarter of 2018. Our adjusted pre-tax title margin was 11.3%, a 40-basis point, or 3% decline versus the prior year, despite a 16% decrease in direct orders closed, with purchase closings down 9%, refinance closings down 21% and commercial closings down 5%. Additionally, the recent decline in mortgage rates has allowed for an increase in refinance open order accounts, as March refinance orders opened increased by 16% versus March of 2018. And the first three weeks of April saw an increase of 42% over the prior year period. The softness in the residential purchase market that we saw in the fourth quarter of 2018 did continue into the first quarter of 2019, as purchase opens -- as purchase orders opened and closed on a daily basis declined by 6% and 9% respectively versus the prior year. We did experience our best month of the quarter in March as purchase orders opened and closed were down 5% and 7% respectively, versus March of 2018. For the first three weeks of April, purchase orders opened declined by only 2% versus the prior year period. We remain optimistic that the strong economy, stable or declining mortgage rates, slower home price appreciation and the possibility of increased residential supply will provide the backdrop for a restart of the strength in the residential purchase market, as we move into the seasonally stronger spring and summer months. For the first quarter, total orders opened averaged 7,200 per day, with January at 6,800, February at 7,100 and March increasing to nearly 7,700. As I mentioned, purchase orders opened and closed were down 6% and 9% respectively on a daily basis and refinance orders opened and closed declined by 3% and 21% respectively on a daily basis versus the first quarter of 2018. For the first three weeks of April, total orders opened were nearly 8,600 per day. Purchase orders opened per day declined by 2% versus the prior year period and refinanced orders opened per day increased 42% versus the prior year. Total commercial revenue of $228 million was less than a 1% decline versus the first quarter of 2018, driven primarily by a 5% decrease in closed commercial orders, offset by a 4% increase in the commercial fee per file. Commercial orders opened declined by 6% in the first quarter versus the prior year. Let me now turn the call over to Tony Park to review the financial highlights.

Thank you, Mike. We generated more than $1.7 billion in total revenue in the first quarter, with the title segment generating all but $59 million of revenue in our corporate segment. Net earnings were $206 million, which included $142 million in realized gains, primarily due to the mark-to-market accounting treatment of equity and preferred stock securities in our investment portfolio. Adjusted net earnings were $118 million or $0.43 per diluted share, $0.01 better than the first quarter of 2018, despite the 16% decline in direct orders closed that Mike mentioned. Excluding realized gains of $142 million driven by the mark-to-market accounting treatment of equity and preferred stock securities in our investment portfolio, the Title segment generated just over $1.5 billion in total revenue for the first quarter, a 4% decrease from the first quarter of 2018. Direct premiums decreased by 7% versus the first quarter of 2018. Agency revenue declined by 2%, and escrow title-related and other fees were down 7% versus the prior year. Personnel costs and other operating expenses both declined by 5%. All-in the title business generated an 11.3% adjusted pre-tax title margin, a 40-basis point decrease versus the first quarter of 2018. Similar to the mark-to-market accounting treatment for our equity and preferred stock securities, we have to mark-to-market the assets of the deferred compensation plan in which some of our employees participate. There was no adjustment in the prior year first quarter, but this quarter we booked an $18 million valuation adjustment in our Corporate and Other segment that increased both other revenue and personnel costs, due to an increase in the market value of the securities in the deferred compensation plan. There was no effect on pretax income. As a reminder, we also had an adjustment of negative $21 million in Q4 to both…

Thank you. [Operator Instructions] The first question is from the line of Mark DeVries of Barclays. Please go ahead. Sir, your line is open now.

Hello? Can you hear me?

Yes.

Okay. Thanks. Yes, I was just hoping to get an update on what you're seeing through April on your commercial order trends both kind of the open orders and what you're seeing on mix? Do you continue to see larger transaction sizes coming through?

Mark its Mike. We don't report commercial orders during the month, so we don't have that number to give you. As we look at the first quarter being down 6% to put that in perspective when you think about this heightened environment that we've been in that really started in 2015 if you recall that was our best commercial year ever up until last year. The second -- the first quarter of this year was our second best openings over that five-year period and our second-best revenue only down from the record of the first quarter last year, so just some perspective on that. We still see good commercial activity. Opens have increased now for the third quarter in a row. And as we came into this year, our open commercial in the fourth quarter was very consistent to the prior year. So we still feel like we have a good commercial market to participate in. We are seeing more strength. And from a mix standpoint on the resale side versus refi that may help us on the average fee per file since resale deals typically have a little bit higher liability amount than the refi.

Okay. Got it. And I know you indicated you can't comment any more on the Stewart deal, but I'm just wondering if there's anything you can tell us around updated thoughts around timing of close. And if not at least help us or remind us kind of what the dynamic is there with the impact of delays and the cash accumulation at the holding company and what that could mean for accretion if and when the deal eventually closes?

Mark its Tony. Just from a cash perspective, we can comment on that. And as you know at the holding company level, at the end of the quarter, we had $535 million. So in effect, we have the cash on the balance sheet available to cover the cash portion of the purchase price. And just to give you a sense of the further cash generation expected over the course of 2019, we expect subsidiary dividends for the full year to be just under $1 billion call it about $950 million; dividends common dividends to our shareholders roughly $340 million; and senior debt interest expense of about $45 million and then right now we've anticipated a pretty modest $125 million of share buyback which once we have a resolution on Stewart would likely change. But until that point we are -- we're in the market at roughly 15000 shares a day on days when we're not blacked out. And so we'll likely be consistent on that front until we have a resolution on Stewart. And then as we mentioned in our comments, Cannae did draw on $100 million revolver. So absent a Stewart transaction we would have roughly $900 million in cash at the end of 2019. And then on the Stewart front as we mentioned earlier given where we are in the process we really can't make any comments or address any questions there.

Okay. Thank you.

Next question is from the line of -- one moment please. Please stand by. Reopening Q&A session one moment please. Next question is from Mackenzie Aron, Zelman & Associates. Please go ahead.

Thanks, good morning. My question's on the personnel costs in the title segment. Can you just talk about what's the pickup in orders? Do you feel like you're appropriately staffed or how should we be thinking about the near-term expenses?

Yeah. As you know we took out about 900 positions -- this is Mike -- the first quarter-over-first quarter, generated about $28 million in personnel savings quarter-over-quarter, so we're very pleased with that. As volumes are increasing and as we mentioned we’re seeing pretty strong increases in the refi side and resale is coming up a little bit. We have added about 50 positions in April and that was after taking out about 170 in the first quarter of 2019. So we'll have some staff additions I think as we go through the quarter. We'll try to manage those as well as we can and it will certainly be tied to the volume. We don't know if the refi volume continues or not. That will be very rate driven and we'll just manage it -- we'll manage the productivity numbers like we have in the past.

Okay. That's helpful. And then just -- in light of the commercial being down slightly and what's going on with purchase and refi, can you help us think through the trajectory of operating margins for the full year?

Well – Mackenzie it's Mike again. I think to predict the full year is a little tough. As you know it's very difficult to forecast this industry. And as an example of that as we came into the year, I don't think anybody was really thinking that interest rates would fall 40 or 50 basis points in March. I would say as we look into the second quarter as long as we have continued strong commercial, we're going to get some help I think on the closing side from refis. We should have a pretty strong margin in the second quarter. But I would also mention that we're up against a pretty tough comp. I think we did 17.1% in the second quarter last year and we had a very strong second quarter commercial about $276 million. So it's a tough comp but we still expect a pretty good number in the second quarter.

Okay. That’s helpful. Thanks.

Next question is from the line of Bose George, KBW. Please go ahead.

Hey, good afternoon. Just going back to the capital and the Stewart deal. I mean to the extent that it doesn't happen, could you use a lot of that $900 million of expected cash at year-end just to buy back shares?

Bose this is Tony. Absolutely that's one of the options. And as you know we look at the dividend and our board has raised our dividend consistently over a number of years. And I'm sure they would relook at that especially with $900 million of cash on the balance sheet and a real low debt-to-cap at 14% with a lot of dry powder on the balance sheet. So the dividend certainly. M&A is always a big part of our legacy and would continue to be so -- whether it's a Stewart acquisition or whether it's other opportunities in the title insurance space, agents, larger agents or smaller underwriters or maybe other areas in the real estate related space and then buybacks. I mean, as I mentioned we're in the market today at lower levels. But with that kind of dry powder, I could see us going in a meaningful direction on the stock buyback front and actually really ramp that up as we go forward. So I think all of those various areas would be on the table.

Okay. Great. And then actually just on a related note can you just talk about the acquisition landscape for title agents? And just actually I don't know if you mentioned this but did you do anything there in the first quarter?

Sure. Hey, Bose, this is Brent. If we do they're rather small as you might recall. And so we did have a pipeline even during the pendency of the Stewart deal of some smaller agents, but we’ve really toned down that effort pending that transaction. And candidly most of the agents that are out there we've already -- with title associates we picked off some bigger ones. So most of them are on the smaller time, but we do have a robust pipeline that we could turn up or turn down.

Yeah, okay. Great. Thanks. Operator Next question is from the line of Mark Hughes, SunTrust. Please go ahead.

Yes. Thank you. Could you give us your latest thoughts on pre-tax earnings in the corporate segment? As we think about full year run rate what's a good number to think about?

Sure, Mark. It's Tony. You know, roughly kind of where we are I would say with the $20-ish million loss and -- you know, there are some various pieces in there. We sold most of our brokerage business last year so there isn't much there. But we have the real estate technology business and then some various corporate items including about $12 million in interest expense on our senior debt. And so that's one of the larger drivers of our results. I mentioned the deferred comp asset valuation adjustments. Those are pre-tax neutral because that's really just a gross up or a gross down in both revenue and personnel costs so you can really disregard that in terms of performance. But we are getting the benefit with the $500-plus million in cash at the parent company we did generate about $6 million in interest income in the quarter versus only about $1 million or so in the first quarter of the prior year. And that's why you see the delta between $21 million loss in the current quarter versus a $28 million adjusted pretax loss in the first quarter of last year. But again, I think $20-ish million loss is a good way to model it.

And then, I'm sorry, what did you say the dividends were in the first quarter? I think you're anticipating seeing $950 million for the full year. What was it in Q1?

We said roughly $210 million was upstream from our underwriter and non-underwriters.

Great. Thank you.

[Operator Instructions] And the next question is from the line of John Campbell, Stephens. Please go ahead.

Hey, guys. Good morning.

Good morning.

Hey, I guess, this is for Mike. But over the last couple of quarters it looks like the agent commissions or I guess the remittance rates as a percent of revenue has declined. Are you guys just seeing better returns out there? Is that by design? Or is that just kind of a regional mix shift issue?

I think it's more of a regional mix shift issue. We've had very good performance and growth in our Florida market in particular. And as you know Florida has promulgated rates at 70-30. We've done quite a bit of recruiting in that market in particular. I think we're just starting to see the gains from those efforts.

Okay. That's helpful. And then on the Corporate segment, Tony thanks for the color on the projected I guess losses per quarter. But on the revenue breakdown what was the – can you walk through the brokerage versus technology revenue?

Yes, sure. So the -- I'll give you the technology revenue and then you've got the other pieces. But technology revenue for the first quarter was about $27 million and in the first quarter of last year was about $25 million. So a little bit of growth there call it almost flat. On the broker side, we had $7 million in revenue in the first quarter of 2019. We had $76 million in broker revenue in the first quarter of 2018.

Okay. That's helpful. And then last one for me. Tony, if you can walk through, I think you guys have been – there is some initiatives there where you guys are kind of going to move some stuff to the cloud. Can you talk about kind of where you guys are in that process? How much kind of a ramp-up in spend you've seen and kind of expectations going forward?

Yeah, absolutely. So yeah, we've – over the last couple of years, we've been moving from an outsourced partner to a cloud environment. And as you would expect that takes time because you have to get that exactly right. And so we really expect to wrap that project up by the end of the third quarter of this year. But during the pendency of this process, we do have some incremental spend and it's roughly running us about $18 million or so of incremental cost, both last year and this year relative to what we would expect as we get into 2020. So we would expect all other things being equal that we would see a nice savings in 2020 in that area.

Great. That’s helpful. Thanks guys.

Thanks.

Our next question is from the line of Jason of Piper Jaffray. Please state your last name, sir.

Yes. Thanks. This is Jason Deleeuw from Piper. Just got a question on the disruption that's going on in real-estate brokerage world and just thinking – or how FNF is thinking about how it relates to a lot of its customers and how it goes to market. Is there any change in thought? Or are there any new partners you're looking to source?

Jason, it's Mike. We hear a lot about disruption and certainly we follow those things. I think what we see at least today is that the real estate agent is still at the center of the transaction. And so while there's disruption potentially in brokerage, I don't know that that's disrupted the agent yet. Now that could change of course. But we're really focused on real estate agents, because that's who gives us the transactions and that's why we've made investments in real estate technology and lead gen and things like that because that's where we're going to continue to focus.

Got it. And what about the iBuyers and – I mean, how are you relating to them? It seems like it's going to continue to be a growing segment of the market. Is there a change in how you're doing that? Or you're reaching out to them or you're already working with some of them? How is that working?

Really both. We're reaching out and working with some of them. They're a customer just like anyone else. They have transactional volume that they can control. And we'd like to perform that title and closing works. So, we're calling on them. We're working with them. In some cases they might be working with our agents. So by extension we're working with them. But they're really just another type of customer from our perspective.

Got it, thank you and then, just quickly on the claims and how that's trending and provisioning and your reserve levels. Can you just give us an update as claims still seem to be pretty low, so just kind of wondering where the reserve is sitting at and how you're thinking about provisioning?

Sure Jason. It's Tony. It's kind of the news is as it has been we went through that period now a long time ago where we had some challenging times in the 2006 and 2007 policy years. We had loss ratios above 10%. Really if you look at over the last eight years our projected ultimate losses on average are about 3.8%. And so even below our current provision level of 4.5% we monitor it closely as do our auditors and our actuaries. We're roughly $50 million over the central estimate of our actuaries at this point. That's been fairly consistent over the last I'll call it year and change. And as long as that stays there, we're probably comfortable at 4.5%. But if we saw any more and I would expect given trends the likely change from here if there was one would be for us to grow that redundancy. And if we did, then we probably have to look at the provision level and maybe knock that down a little bit potentially to 4.25% or even 4% of title premiums. But right now we've been stable. And we'll just continue to monitor our claim -- open claims inventory. It's as low as it's been for many, many years maybe as long as we can remember. So, that's encouraging. But you also have major claims that show up from time-to-time that are big dollars. And so, those are down a lot over the last several years but that can change too. All it takes is a big commercial claim to maybe impact that. So, we watch it. We're conservative in our approach. But that's kind of the backdrop on claims.

Very helpful. Thank you.

Next we have Geoffrey Dunn, Dowling. Please go ahead.

Thanks. Mike, I wanted to present kind of a high-level question on margin capabilities. If you're looking at a year ahead for the remaining three quarters where commercial's off 1% or 2%, purchase is off 1% or 2%, refi's a wildcard, is that an environment where you think you can generate year-over-year margin improvement?

I think we could keep margins fairly consistent in that scenario with the wildcard being the refi activity. We do have a lower cost basis in our field operations which is helpful. If we can sustain that as we go through the year that should give us a little bit of lift on the margin. So I think we'd be in the ballpark of where we've been maybe with potential for some slight upside.

Okay, thanks.

Next question is from the line of Chris Gamaitoni of Compass Point. Please go ahead.

Hi guys. Just one clarification point on the $18 million of incremental cost. What segment is that running through?

I think you're referring to the deferred comp valuation adjustment.

No so I was -- the cloud-related...

Sorry. Yes. We've got a couple different $18 million. That is running through the title segment and that's part of our other operating expense line item.

Okay. And could you give us an updated -- just as I think about dividend capacity or buyback -- sorry buyback capacity in the future. What level of call it holding company cash do you want to run with at as a minimum level?

We probably would keep at a minimum a couple hundred million dollars. So there is definitely dry powder if we end the year at $900 million. And with debt-to-cap, I mean typically we try to be consistent in our buyback approach, but that wouldn't -- that doesn't mean that we wouldn't be opportunistic if we saw weakness or if we looked at the landscape and thought we have a lot more cash than really uses for it then we could conceivably ramp up considerably on the buyback front.

All right. Well, thank you so much. Those were my questions.

Great, thank you. No further questions in queue. Back over to Mr. Quirk for any closing remarks.

The first quarter was a strong start to the year for our title business. We continue to work through the regulatory process with the Stewart Information Services acquisition and are confident that Stewart acquisition will create meaningful long-term value for our shareholders. Thank you for joining us today.

Thank you. Ladies and gentlemen, that does conclude your conference. We do thank you for joining. You may now disconnect.