Good morning, ladies and gentlemen, and welcome to the FNF 2021 Third Quarter Earnings Call. As a reminder, this conference call is being recorded. I would now like to turn the call over to Jamie Lillis, Investor Relations for FNF. Please go ahead, sir.

Thank you, operator, and good morning, everyone. Thank you for joining our third quarter 2021 earnings conference call. Joining me today is our CEO, Randy Quirk; President, Mike Nolan; CFO, Tony Park; and F&G's CEO, Chris Blunt. We'll begin with a brief strategic overview from Randy. Mike will review the Title business. Chris will review F&G. And Tony will finish the review of the financial highlights. We'll then open the call for your questions and finish with some concluding remarks from Randy. But before we begin, I would like to remind you that this conference call may contain forward-looking statements that involve a number of risks and uncertainties, in particular the COVID-19 pandemic. There is significant uncertainty about the duration and extent of the impact of this pandemic. 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 at the time of this call. 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. It will also be available through phone replay beginning at 3:00 p.m. Eastern Time today through Wednesday, November 10. The replay number is (844) 512-2921, and the access code is 13723639. Let me now turn the call over to our CEO, Randy.

Thank you, Jamie. We are very pleased with our record-setting third quarter results as we increased revenues 31% to $3.9 billion, which resulted in adjusted net earnings growth of 39% to $604 million, both as compared with the 2020 third quarter. Our Title business continued to deliver record results, while F&G expanded into new institutional channels, which position us well for strong asset growth. Importantly, we grew our holding company cash balance by 25% to $1.5 billion as compared to $1.2 billion at the end of the second quarter of 2021. Cash on our balance sheet grew despite our continued activity, returning capital to our shareholders through share buybacks and our quarterly dividend. As Tony will discuss in more detail, the cash growth was delivered primarily through our organic business results. During the quarter, we took advantage of exceptional interest rates and issued $450 million of 3.2% senior notes with a 30-year maturity. We also funded a $400 million intercompany loan with F&G to fund their growth. Overall, our results this quarter speaks to the dynamic business model that we have created and which we believe positions us for success through varying market cycles. Turning to our Title results. We delivered adjusted pretax title earnings of $669 million, with an adjusted pretax title margin of 21.7% in the 2021 third quarter compared with adjusted pretax title earnings of $528 million and an adjusted pretax title margin of 21.2% in the 2020 comparable quarter. Our third quarter margins and earnings were the strongest third quarter results in our company's history, which speaks to our market-leading position combined with outstanding execution by our entire team. Turning to F&G. We continue to be very pleased with the results this quarter as we open new channels of distribution and accelerate our sales growth, driving…

Thank you, Randy. As Randy highlighted, our third quarter results were the best third quarter in the company's history. And I want to add my thanks and congratulations to our employees for their dedication and focus on taking care of our customers and driving our industry-leading performance. For the third quarter, we had generated adjusted pretax title earnings of $669 million, a 27% increase over the third quarter of 2020. Our adjusted pretax title margin was 21.7%, a 50 basis point increase over the prior year quarter. The results were driven by a 25% increase in average fee per file, a 9% increase in daily purchase orders closed and a 31% increase in total commercial orders closed, partially offset by a 21% decrease in daily refinance orders closed. Total commercial revenue was a record $366 million compared with the year-ago quarter of $216 million due to the 31% increase in closed orders and a 28% increase in total commercial fee per file. For the third quarter, total orders opened averaged 10,800 per day, with July at 11,000, August at 11,000 and September at 10,300. For October, total orders opened were 9,300 per day, as we saw solid demand and purchase activity, while the refinance market continues to moderate as compared with last year's robust levels. Daily purchase orders opened were up 1% in the quarter versus the prior year. And for October, daily purchase orders opened were up 4% versus the prior year. Refinance orders opened decreased by 33% on a daily basis versus the third quarter of 2020. For October, daily refinance orders opened were down 38% versus the prior year. Lastly, total commercial orders opened per day increased by 15% over the third quarter of 2020. Commercial opened orders per day were just under the record levels we…

Thanks, Mike. At F&G, we're fully executing on our product and channel diversification strategy while leveraging our core capabilities and modernizing our operating platform. This year has demonstrated our transformation from a previously monoline business into a well-diversified and leading provider of solutions in both retail and institutional markets. We achieved record sales in the third quarter, surpassing $3 billion in total sales for the quarter and $7 billion in total sales for the first 9 months of the year, which in turn have boosted ending assets under management to nearly $35 billion as of September 30, as Randy mentioned previously. In the third quarter, annuity sales in our retail channel were $1.5 billion, up 43% from the third quarter of 2020 and down slightly from the record sequential quarter. We see ongoing success with our independent agent distribution and continue to expand our bank and broker-dealer channels. We are now distributing through a dozen active bank and broker-dealer distribution partners. We are very pleased that our recent expansion into institutional markets has been exceptionally strong. Let me provide a few brief details. F&G has issued $1.2 billion of funding agreement-backed notes in September, following our inaugural $750 million issuance in June. Both issuances saw extremely strong market demand and attractive pricing. F&G has also successfully entered the pension risk transfer market, closing $371 million of transactions in the third quarter and securing an additional $564 million of transactions in the fourth quarter. Based on transactions secured to date, F&G will assume approximately $900 million in pension liabilities and provide annuity benefits to over 22,000 retirees. Overall, institutional sales were $2.6 billion for the first 9-month period. And with the additional $500 million pension risk transfer volume secured in the fourth quarter, we're on track to achieve $3 billion of…

Thank you, Chris. We generated $3.9 billion in total revenue in the third quarter, with the Title segment producing $2.9 billion, F&G producing $927 million and the Corporate segment generating $44 million. Third quarter net earnings were $732 million, which includes net recognized losses of $154 million versus net recognized gains of $73 million in the third quarter of 2020. The net recognized gains and losses in each period are primarily due to mark-to-market accounting treatment of equity and preferred stock securities, whether the securities were disposed of in the quarter or continue to be held in our investment portfolio. Excluding net recognized gains and losses, our total revenue was $4 billion as compared with $2.9 billion in the third quarter of 2020. Adjusted net earnings from continuing operations were $604 million or $2.12 per diluted share. The Title segment contributed $521 million. F&G contributed $101 million. And the Corporate segment had an adjusted net loss of $18 million. Excluding net recognized losses of $169 million, our Title segment generated $3.1 billion in total revenue for the third quarter compared with $2.5 billion in the third quarter of 2020. Direct premiums increased by 22% versus the third quarter of 2020. Agency premiums grew by 34%. And escrow title-related and other fees increased by 14% versus the prior year. Personnel costs increased by 15%. And other operating expenses increased by 17%. All in, the Title business generated a 21.7% adjusted pretax title margin, representing a 50 basis point increase versus the third quarter of 2020. Interest and investment income in the Title and Corporate segments of $27 million declined $4 million as compared with the prior year quarter due to decreases in bond interest, dividends received on preferred stock and a slight decrease in income from our 1031 Exchange business. In…

And our first question is from the line of Mark DeVries with Barclays.

My first question is for Chris. Chris, I was interested in more detailed thoughts about what you think is driving the strength in the sales growth in retail. How much of that is kind of in the channels you've opened? How much of that is kind of just the attractiveness of the product in this environment? And how much may be further penetrating the agent channel?

Sure. Great questions, Mark. So yes, I would say we're seeing strength in all of the above. So our core independent agent business is up comfortable double-digit pace. We've had rapid expansion in bank and BD. And so that's added to the growth in retail. And then institutional has been -- was a blank sheet of paper a year ago. So that's all incremental. So I would say all 3 are contributing right now.

Okay. Great. And then next question for Tony. I mean it sounds like there’s a lot of great growth to fund there, and you may commit up to $700 million, I think, of equity capital over the next couple of years. Can you just talk about how the returns of that compare to buying back FNF stock here, which is trading at a pretty material discount to where it historically has traded?

I think we believe that all of the above are important allocation strategies. Yes, it’s up to $700 million in equity capital toward F&G. But keep in mind, we’ve already funded $400 million of that in the form of a note, which is easily convertible. So from a parent company cash standpoint, the $400 million is already gone. But I -- the Board is -- we talked about completing the $500 million plan over a course of 12 months in terms of buyback, but we have a $24 million share authorization or $25 million, but $24 million still existing. And the Board is very excited about continuing to deploy some of that capital towards buybacks And I would expect that as soon as the window -- the blackout window opens, we will be back in the market buying back shares. We paused a little bit during the quarter only because we were in a blackout period while we were working on the bond offering. Otherwise, we probably would have bought back more shares in the quarter.

And our next question comes from the line of Bose George with KBW.

Actually, one more -- in terms of modeling the operating income growth, can we just essentially kind of track that with AUM growth? And is that kind of the best way to do it now?

Yes. This is Chris. I think that’s right. I think as you model out AUM growth, we’ve talked about kind of a rule of thumb of 1% on assets, net of everything, including tax. And I think that’s still a good number with the potential for a little bit of spread expansion beyond that.

Okay. Great. And then actually just sort of touching on, I guess, the subject from the last question as well. In terms of -- to the extent the market does not really sort of appreciate what’s being done at F&G and the valuation there, sort of doing something drastic like spinning it out, et cetera, are there other alternatives that you can consider in terms of showing the value, like you’ve done tracking stocks in the back - in the past? Or there are other things that could be done in the interim that could help?

Yes. Tony, this is Chris. You want me to start?

Yes.

I would say probably the easiest lever would be to just utilize more reinsurance, whether that’s reinsuring a piece of the block or range -- doing some sort of flow deal on some of our new sales, that would free-up some capital pretty quickly. I’ll let Tony opine on other options.

Yes. I mean I think that’s right. I think our view is that we’re building a great asset here. I mean look at the earnings growth, the portfolio growth, the opportunities in the sales channel to grow this thing. As I mentioned earlier, we’re a year ahead of schedule in terms of doubling earnings and the portfolio, and I think we’re excited about that. And so I get that different people have different perceptions of how much value we’re getting currently in our share price, and I don’t disagree with any of that. But we do believe that even if it’s not currently recognized, the value is there. And we think that in some form or fashion, it will be recognized. And for the time being, we’ll continue to create that value and then kind of deal with that second part a little later down the road.

And our next question comes from the line of Andrew Kligerman with Credit Suisse.

I want to kind of follow up on the title margins at 21.7% pretax. I think it’s the fifth consecutive quarter where you were at 20% or better, yet your guidance is 15% to 20%. Maybe you could help just give some scenarios where it might fall into your guidance range? Or are we in a new normal?

Andrew, it’s Mike. We’ve talked about the 15% to 20% for a number of years. And for a pretty decent amount of time, we weren’t even getting to the 15% number. And we always said to get to the higher end of that range, we would need a very strong purchase market along with a solid commercial and a moderately good refinance market. And we’re really seeing just a potentially record-level commercial market, strong purchase and probably better than the refi market. So I think that, that margin performance certainly dependent on just where volumes are, and we can’t necessarily expect refinance volumes, for example, to be -- this year will be maybe the second or third best refinance market in the history of the country. And last year was probably the best. So -- I mean I think it’s a function of that. Having said all of that, we expect our margins to be very strong as we go into the fourth quarter, and we expect margins to be very solid next year. But I don’t think we’re ready to change that sort of 15% to 20% range at this time.

Okay. And for Chris, the sales are really robust. And I get that you’ve got new channels there. As we look toward 2022, particularly in the retail areas, the FIAs, the MYGAs, do you see that growth kind of tapering off? Could it be flattish? What are you thinking as we go into 2022 in terms of sales volumes, given that you’ve had these new channels for a while? And with that, also, what types of returns on capital are you targeting as you write this new FIA and MYGA business?

Sure. Yes. So I would say a couple of things. One, obviously, we can’t keep doubling every year, although that would be nice. But I think we’ll continue to see good double-digit growth out of our core agent business. And I would expect better than that in bank and BD. We’re still not fully penetrated in the banks and broker-dealers that we’re selling through today, and we’re continuing to add. So we’ll probably add another half a dozen relationships next year, for example, if I had to guess. So I think you’ll see good growth core out of agents, continued growth out of bank and BD. On the institutional side, we like the FABN market. That market has been growing pretty dramatically. As you know, we can’t write an unlimited amount of that, but we certainly have capacity to write more business there. And I think we’ve been really pleased with our early success in the PRT space. So I wouldn’t want to give an actual total percentage number. But I would say I think we’re -- we would envision pretty decent growth coming from all those channels next year. In terms of returns, obviously, we don’t -- yes, we don’t quote individual product pricing. But I’d just say we’re getting attractive ROEs, particularly relative to some of the company’s other alternatives.

Our next question is from the line of John Campbell with Stephens.

Congrats on the continued success. It sounds like you guys do have some capital earmarked for F&G. But still -- I mean -- I think you’ve got $1.5 billion in the holding company cash. I think, obviously, you’re going to generate a ton of free cash from here. You’ve also got over $600 million across the LITE and Paysafe investments. Obviously, those will be more liquid in approaching kind of lockup expirations. So obviously, you’re going to be flushed with cash over time. You’ve talked to the buybacks. But beyond that, just talk to us about your appetite for the dividend where you are pegging a potential payout ratio over time? And then on M&A, obviously, it’s tough to get kind of chunkier title acquisitions from here. But talk to us about maybe nontitle M&A, what might make sense and the level of appetite there?

Yes. Thanks, John. It’s Tony. I’ll start. Maybe Mike can fill in on the title acquisitions. Yes, you’re right, we’ve got a lot of cash and continuing to generate good cash. It’s important to know that with the LITE and Paysafe, those are actually insurance company money. So that isn’t money. Even if we were to liquidate those at some point, that isn’t cash that flows to the parent company. That’s part of the insurance company portfolio. Having said that, it’s strong cash generation. We talked about our $500 million annual commitment of the dividend. You saw that we raised that now 2 times in a row, an 11% increase last quarter and another 10% increase this quarter. We’re very comfortable with that, not necessarily targeting a payout ratio. But with this kind of money, we think it’s important to give back to shareholders in the form of a cash dividend. And we’ll continue to revisit that and see if we want to increase it. We talked about the bonds that come due in September of next year. So we do have a $400 million obligation there that we’ll use cash. And we talked about buybacks, and I think that is going to be an important part of our strategy going forward as well as funding F&G growth. So yes, are we going to -- have we earmarked all of our cash spend over the next year or 18 months? Probably not. There’s still quite a bit left. But we’ll continue to update you as we go forward. And Mike, I don’t know if you want to weigh in...

Sure. I’d add a few things. John, we’re always on the lookout for acquisitions that can add value to the company, whether it’s on the title side, and there’s a number of opportunities to continue to add agent acquisitions. We’re doing those. We -- a lot of them are smaller, we don’t always announce them. But on the non-title side, we have a number of businesses that could be potential beneficiaries of acquisitions if it makes sense. We’ve got our real estate tech businesses. We’ve got just our overall technology strategies with digital and SoftPro and title automation. And then there could be things in our ServiceLink businesses that could be additive. But we’re not going to do acquisitions just for acquisition’s sake. And we also know that you don’t always know when something shows up that you want to act on. So it can be good to have some cash to be able to move quickly when those opportunities show up.

Yes, makes sense. And then, Chris, just 2 quick questions here. Obviously, the doubling of AUM moving out to 4 years, that’s great. Great results for you guys so far. I’m just curious, first, about the mix or kind of the growth by channel, how you kind of foresee that -- bridging that out over the next couple of years? And then, obviously, the net investment spread has picked up a good bit last 2 quarters relative to the last several quarters. So just curious about what’s driving that strength and the sustainability of it?

Sure. Yes. And I think maybe in reverse order is the best way to think about it. So our partners at Blackstone did a great job, continuing to source really attractive private investment-grade opportunities for us. And so that’s kind of the fuel in our engine, particularly relative to our balance sheet, which is smaller relative to a number of our competitors. So that’s kind of where the crediting edge has come from. Obviously, over time, that will diminish somewhat as we scale, but I think that’s years in the future. And we’re also getting some offset in terms of scale benefits. Adding $10 billion of assets is significant in terms of helping to drive down expense ratio. So that’s kind of the competitive dynamic. I think from a channel perspective, we’re up to number 2 or number 3 in the independent channel for FIA sales. So we’ve got a good, healthy share there. I think there’s some more share that we can take. And I don’t see any reason why we couldn’t be the number 1 player in that channel over time, but probably a little more limited, just given the amount of business we write today and our position there. I’d say in bank and broker-dealer, we’re just getting started. It’s a huge market. We’ve got about a dozen distribution partners now. So I think there’s a lot of capacity to add partners and go deeper with the ones that we already have. So I think that’s got significant upside for us. FABN, as I mentioned before, funding agreement-backed notes, is limited, only so much of that you can put on your balance sheet. But I think near term, there’s capacity. And then the PRT business, particularly if we get an uptick in interest rates, I think you’re going to see that market continue to grow. So I would -- if you said, rank order them, I think we’ll get growth in our core agent channel, get faster growth in bank and BD. I think we can get very strong growth in PRT, although we’re going to pick our spots and make sure we’re hitting our return hurdles.

And our next question is from the line of Mark Hughes with Truist.

On the commercial, is there any sign that some of that volume is being pulled forward from next year, maybe around tax considerations? Is that a thing?

Sure, Mark. This is Mike. We don't have any evidence that, that's happening. I have not heard that. It would be anecdotal probably at best. And when you look at the length of the performance in our orders, 9 months now of 1,000 orders per day opened commercial orders, we only did that once before 2021. That was in February of 2020. That's quite a bit of pull forward. So I don't really see it, but there might be a small amount of it, but just hard to know.

Then you had mentioned that, I think, for inHere, 1.3 million had accepted your offer. Does that mean anything material to either revenue or profitability if you get more mix shift in that direction?

I would say not initially. It's -- really the way to think about it is kind of the doorway to really creating an end-to-end digital transaction for the participants, including the buyers and the sellers. And it does give us some efficiencies on the front end because they provide information in a secure environment, not e-mail, directly into our production system. So for 1.3 million transactions over the -- since the inception, we're gaining a little bit of efficiency just in terms of getting that information and then also providing better security with the acknowledgment and the wire safe form, et cetera. But that will lead us down the path of just doing more and more digitally, leading up to the final moment, which is the execution of the documents for the closing. And we're just very excited about the fact that we're seeing that adoption rate close to 65%, I think. And it tells us that there's a pretty large a group of consumers that are looking for a different way to transact. And we feel like we've built the platform that will really be a differentiator for us over time.

And then just one for Chris. If we do see interest rates start moving up, you gave us the 1% return number. But should we look for spreads to widen if the interest rates start to move up here? What has been your experience in times past when you’re -- when you got the increase in interest rates?

Sure. Yes. And obvious point, but some of it depends on how that rate increase happens. So any increase in LIBOR, we would get a one-for-one benefit more. So we got about 15% of our portfolio in floating rate securities. The longer end of the curve takes a little longer to get into the portfolio because we’re pretty tightly ALM-matched, but you would see some benefit there. And generally, a little easier to capture a bit higher spread in a rising rate environment. And then third component is just demand for the core products. Obviously, if you’re offering 3% on a fixed deferred annuity versus 2%, there’s just going to be greater demand for that. So I think those are the 3 that would benefit. So yes, you would see some impact pretty quickly and then I think over time, some incremental impact.

And we have reached the end of the question-and-answer session. I'll now turn the call over to Mr. Randy Quirk for closing remarks.

Thank you. We continue to be very pleased with our team's execution as our Title business delivered the strongest margins and earnings for the third quarter in our company's history. Our F&G team also continues to execute at an extremely high level as we open new market opportunities, which is driving accelerated asset growth and improved earnings. Taken together, we are building a company that has a financial model designed to deliver strong earnings as market conditions change. It is very exciting to see our vision for the acquisition of F&G begin to come to fruition as well as the transformation of our business model. We look forward to speaking with you and updating you on our fourth quarter earnings call.

And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.