Good morning, and welcome to FNF Fourth Quarter and Full Year 2021 Earnings Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions with instructions to follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the call over to Lisa Foxworthy-Parker, SVP, Investor, and External Relations. Please go ahead.

Great. Thanks, operator, and welcome again everyone. Before we begin, and as a reminder, today's earnings call may include forward-looking statements and projections under the Private Securities Litigation Reform Act, which do not guarantee future events or performance. We do not undertake any duty to revise or update such statements to reflect new information, subsequent events, or changes in strategy. Please refer to our most recent quarterly and annual reports, and other SEC filings for a discussion of the factors that could cause actual results to differ materially from those expressed or implied. We will be discussing certain non-GAAP measures on this call, which we believe are relevant in assessing the financial performance of the business, and you'll find reconciliations of these metrics within our earnings material available on the company's website. Yesterday, we issued a press release, which is also available on our website. Today's conference call will be available for webcast replay at www.fnf.com. It will also be available through telephone replay beginning at 1:00 PM Eastern today through March 3. Joining me this morning to discuss the business momentum we are seeing FNF and F&G and our results and further detail are Mike Nolan, CEO; Tony Park, CFO; and Chris Blunt, F&G's CEO. We look forward to addressing your questions following the conclusion of our prepared remarks. And with that, I'll now turn the call over to Mike.

Thank you, Lisa, and good morning everyone. I would like to start by thanking Bill and Randy for their leadership over almost four decades in building the industry's largest title organization and look forward to their continued support going forward. I also appreciate their and the Board's support as I assume the role of CEO. I'm incredibly proud of the business that we have built and I'm optimistic for the future of FNF as we continue to expand our industry-leading title business while growing F&G's assets under management. I would also like to thank our employees for their hard work and commitment over the last year. We could not have delivered such remarkable performance without their incredible efforts. I'm pleased to announce strong results for the fourth quarter of 2021 building on the momentum we established in the first three quarters of the year. Tony will provide additional details on our financial performance shortly, but I would like to touch on a few highlights for the year. Our outstanding quarterly and full year performance was driven by record results from our title business. As momentum and residential purchase and commercial revenue more than offset the ongoing contraction in refinance volumes which have a significantly lower fee per file. On a consolidated basis, total revenue excluding recognized gains and losses was $4.6 billion for the fourth quarter, a 43% increase over fourth quarter 2020 and a record $15.3 billion for the full year of 49% increase over full year 2020. This generated net earnings of $533 million in the quarter and $2.4 billion or $8.44 per diluted share for the full year. Adjusted net earnings were $616 million in the quarter, a 5% increase over the fourth quarter 2020 and $2.3 billion for the full year, a 49% increase over full…

Thanks, Mike. 2021 was a breakout year for F&G. We achieved record sales of $9.6 billion for the full year, double the prior-year level, which boosted ending assets under management to $36.5 billion as of December 31, as Mike highlighted. More importantly, we further expanded our distribution from one channel in 2019 independent agents to now five established channels with the successful execution of our bank, broker-dealer, pension risk transfer, and funding agreement back note initiatives. Our fourth quarter retail sales totaled $1.4 billion, up 5% from the prior-year quarter. Full year retail sales totaled $6.1 billion up 43% from full year 2020. Core FIA sales of $1.1 billion were up 11% from the prior-year quarter, and in line with the record sequential quarter. We have seen ongoing success with our independent agent distribution growing full year sales by 16% compared to 2020 and continued expansion of our bank and broker-dealer channels. With five new partners this quarter, we are now distributing through 17 banks and broker-dealers, and have grown sales in that channel from $511 million in 2020 to $1.7 billion in 2021. Turning to Institutional Markets. Our fourth quarter sales totaled $811 million and our full year sales totaled $3.5 billion, comprised of $1.2 billion in pension risk transfer transactions, and $2.3 billion in funding agreement issuances. We're excited about our launch into these markets and see a robust pipeline in 2022. F&G now has the flexibility to optimize growth across five distribution channels, and we will remain disciplined in our pricing and judicious in our deployment of capital. We're focused on generating scale benefits by increasing assets under management. While continuing to leverage Blackstone's unique investment management capabilities to deliver consistent spread. Building off last year's record result and with the previously announced capital contributions from FNF,…

Thank you, Chris. Today, I'll focus my comments on our earnings results, our performance trends across the title segment, and then I'll wrap up with where we stand on deployable capital and liquidity. Overall results for the quarter were driven by titles record revenue and strong pre-tax title margin, and F&G sales boosting asset growth. We generated $4.8 billion in total revenue in the fourth quarter with the title segment producing $3.1 billion, F&G producing $1.7 billion, and the Corporate segment generating $42 million. Fourth quarter net earnings were $533 million, which includes net recognized gains of $213 million versus net recognized gains of $573 million in the fourth quarter of 2020. The net recognized gains 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, our total revenue was $4.6 billion as compared with $3.2 billion in the fourth quarter of 2020. In the quarter, adjusted net earnings from continuing operations were $616 million or $2.16 per diluted share. The title segment contributed $563 million, F&G contributed $90 million, and the Corporate segment had an adjusted net loss of $37 million. For the full year 2021, we saw robust demand across the mortgage market driving topline performance as well as strong growth for F&G which together generated strong profitability. Total revenue excluding gains and losses was a record $15.3 billion in full-year 2021, despite the decline in refinance volumes and reflects a 49% increase over full year 2020. This generated $2.3 billion in adjusted net earnings, an increase of 49% over $1.5 billion in full year 2020. Next, turning to Q4 highlights, specific to the title segment. Our title segment generated…

Our first question comes from the line of Andrew Kligerman with Credit Suisse. You may proceed with your question.

Maybe the first question would just - and maybe the first question would be around the F&G investment yield. Ex-yields of course. And at 4.83%, that's a pretty robust number, it jumped up from 4.66% last quarter and then year-over-year for 4.76%. I'm just kind of wondering where that can go from here in terms of what Blackstone's doing? Do we have a floating rate element to it? Where do you -- from we expect that yield to go?

Andrew, it's Chris. How are you doing? I'd say a couple of things. Clearly, it was boosted a bit during the quarter with some prepayments of some CLOs. And so that's a little bit of upfronting of the income. But I would say if you look at our prior quarter in that 3.50%, 3.60% that feels like a very sustainable number for us based on what we see now. The origination of whole loans and other private opportunities remains a pretty robust. There's a good pipeline of opportunities there. So I would say, stable, would be my best guess on outlook obviously today's events have affected spreads and we'll see how long that volatility last. So that could create some marginal opportunities going forward. There's a little bit of floating-rate impact in that, but 12% of our portfolio is in floating rate. Securities, a lot of the recent originations have a LIBOR floor. So that's kind of the best of all worlds where a limited downside on rates and some potential upside.

And then just with respect to that title margin, again, a very compelling 22.4%, when does that go into your 15% to 20% range. I mean it's starting to feel somewhat sustainable. Do you get to a point where you can change that guidance?

Andrew, it's Mike. I don't think we're in a position to do that yet. Certainly, a fantastic margin, and we've seen just really incredible margin expansion over the past few years. But we are still tied to transactional volumes, and as those change that can certainly impact your margin. As we think about '22, we can't tell you what the margin is going to be, but we expect '22 to be very good. We've got a very strong commercial market still good inventory coming in on that area. Strong openings in January, a purchase market that is at least today still forecast to be stronger than it was in '21 which maybe was an all-time record year. And then you've got refi's which come out. And I think as we look at the first quarter that will be one comp that will be down, just because we had tremendous refi revenue in that first quarter. As we go through the year, that may be less of an effect, because those refi's actually started coming out. Really as we went through '21, I think January of '21 was our highest openings for refi's, and then the kind of slid down as the year went through.

And, maybe I'll just add on to that. This is Tony. To Mike's point, refi was 33% of our direct revenue in the first quarter of last year. And as we've told you, it's gone down sequentially throughout the year went to 21% in the second quarter, it was 19% in the third quarter, and now 16% in the fourth quarter. So clearly that's coming down and so. Yes, the first quarter of 2022, we don't know exactly what it's going to look like yet but refi's will continue to trend down.

And maybe if I could just sneak one last one in. I mean what an amazing quarter you put through whether it was Title, F&G. And I look at the stock and it's trading at under seven times our estimate for next year. Not only just on an absolute basis but low versus your peer group. And I mean the execution couldn't be better. So how do you want to react to that? Do you ramp up capital management? It was decent pay out? Dividends and repurchases at about 46% last year. Do you ramp that up? Do you do something with F&G? What are you thinking about this valuation and where you want to go from there? From a capital management standpoint?

Yes, thanks, Andrew. It's Tony. I'll start, and certainly, the others can chime in. But, yes, it isn't lost on us that were under six times or something like that or around six times earnings and probably worse based on what's happening. Currently, we did return over $900 million to shareholders last year that we mentioned in our earlier comments including $500 million in dividends and about $400 million or $450 million in buybacks. We are in the market, we were in the market in the fourth quarter with around $100 million in buybacks. But, yes, I could see especially with continued weakness. I think it's a great buying opportunity. We're clearly disappointed in the share price and think that we should be buying back shares. And frankly, pushed other people. We welcome all participants. But, yes. The Board does look at this and talks about it a lot, and I don't want to give a number because I don't have a number to give. But I think a $1 billion in return to shareholders in the coming year is probably a minimum in combination with the dividend. Of course, but we'll see. It could be more than that.

And with that, I mean F&G has been stellar. But do you still feel good about that being a part of the company?

Yes. We do. I mean, the growth has been fantastic. Clearly, we're not getting the recognition we'd like to get, but we do know that we're building value there. And that's very important to us right now. The capital needs that F&G are fairly limited. We've talked about that, we loaned them $400 million last year. And will likely convert that $400 million loan to an equity contribution in 2022, and then we anticipate another $200 million or $300 million of equity capital that might be actually in 2023. So there aren't really immediate needs there, but yes we love the performance, the growth, the asset growth, and the earnings contribution and we expect that over time will see recognition of that in our share price and if we don't, we'll have to figure something out.

Our next question comes from the line of Mark DeVries at Barclays. You may proceed with your question.

Yes. Thank you. Just wanted to follow up on the capital return topic. Tony, how aggressive are you guys prepared to get in terms of buying back stock? Is there room to lever up to even accelerate kind of what you've done? Or even have a management-led buyout of the company here?

Yes, it's a good question. I mean there is - first of all, we have ample cash on hand as you know at $1.5 billion, and expect strong cash flow generation in 2022 based on our forecast at this point. We also have an $800million line of credit that is undrawn, and we have a 25% debt to capital. We have earmarked $400 million of uses of cash to retire the bonds that mature in September. But, but is there room under our debt to cap, clearly there is if we wanted to lever up. I can't speak for the Board at this point in terms of what we'd be willing to do. I don't know whether LBO would look like, you would clearly involve a lot of debt, which may be challenging as an insurance company, but there is creative ways to do a lot of different things. I hear your frustration, we share it. In terms of the share price, and I suppose at some level almost anything can happen for us to - if it gets too cheap. I guess I'd say, but I know I didn't specifically answer your question other than I think we do have a lot of room.

Okay. No, that's helpful. And then thanks for the color on the order trends in commercial. Could you give us a sense of like deal size. Are you still, I mean it seen like some of the bigger transactions were a big part of the strength in the fourth quarter. How is that holding up? And how are you guys thinking about the impact of higher rates on the commercial business?

Yes, sure, Mark. It's Mike. On the first question, clearly, had a number of large deal size transactions in the fourth quarter. And you can just look at the average fee per file in national at 17.3%, I think that's the highest it's ever been in any quarter in the history of the company. We also saw though interestingly enough a continuation. It was something we showed up in the third quarter, but continued into the fourth with a really strong increase in local fee per file that actually the growth in local fee per file in the fourth quarter was a little stronger than the national, believe it or not. And we just continue to see this market that so broadly dispersed geographically and also across asset classes. And to your last point around interest rates, I mean, it's a little tough to know how interest rates will impact it. I think there could be potential impact I guess as rates go up but there still seems to be an awful lot of capital that is going into commercial activity. And maybe still some rebound effect just off of kind of the down year that we had in 2020. But to be at over 1,000 orders a day for I guess now 11 of the last 13 months is just amazing to me.

Our next question comes from the line of Bose George with KBW. You may proceed with your question.

Just wanted to follow up on the margin questions earlier. Just given - what you're seeing now with the mix of sort of strong commercial and purchase and declining refi. I mean, is there a way to think about where in that 15% to 20% range, you think you could end up this year?

Well, again, Bose, we don't give guidance on margins, but I would just say, we're expecting to have a very strong margin in 2022 based on strong commercial performance and modestly improving purchase. I think we always said, you can go back four, five years when we were talking about that range, and what it would take to get to the upper end of the range, we kind of said the same things. A really good strong purchase market, strong commercial, and refi wouldn't need to be significantly robust to get us up there. So I think we still have that feeling, but we can't put a specific number on what 2022 margins are going to look like.

Okay, that's helpful, thanks. And then actually, just in terms of the rate expectation for this year. To the extent, Fed funds is up six times to seven times. Can you just discuss what that could do to net interest income?

Yes, Bose, this is Tony. I won't speak to the F&G side of it, I think we've spoken to that before. But, Chris may chime in. But in terms of the FNF portfolio, which is really the title portfolio, with rates where they are and pretty short duration. You can see where we landed at roughly $26 million in interest investment income for the quarter. It's a bit of a moving target, hard to know how many increases and when they show up, but assuming for rate hikes starting in March, we've kind of mapped it out that it looks like we get to a run rate in the fourth quarter. It's maybe $20 million more. So call it $47 million quarterly interest in investment income. In Q4 of this year, following those rate hikes and that really that's not - there is no impact there on our fixed maturities or our preferred. That's really our 1031 Exchange business and our cash and in short-term investments that would benefit from those rate hikes.

Our next question comes from the line of Mark Hughes with Truist Securities. You may proceed with your question.

Yes. Thank you. Just out of curiosity for January, the daily refi order run rate. Happen to have that close by. I know it's down one of this -

That's earmarked. January - over January of last year refi opens were down 57%.

But then you have the actual order count by day for January?

Sure. 3,632 orders.

And then, right. Yes. And then Chris, when we think about the PRT business, I think you've mentioned the strong pipeline, how would you describe competition in that market? And are you able to get into your ability to get adequate spreads there?

Yes. Obviously, it's a very - excuse me, very competitive market. But I think we've proven with the strong start this year that we can be quite competitive. And again, it comes down to Blackstone's origination capabilities relative to our relatively small balance sheet. So, we've been playing largely in the retiree-only space. And I would say bidding on transactions in the $100 million to $1 billion category. So it's a highly competitive space, but so far we feel quite good about our ability to compete.

Our next question comes from the line of John Campbell with Stephens. You may proceed with your question.

And, Mike, congrats on the new role and well-deserved promotion.

Thanks a lot, John.

Absolutely. And Mike, you mentioned the purchase orders per day in January. I think you said down 1% versus last year. I mean that's a couple of points better than industry trends we're seeing. And then obviously we had first American outlets. I think January orders were down - the purchase orders, down 7% year-over-year. Clearly, you guys are holding up much better. I don't know if you can pinpoint how or where that source of relative outperformance is? But any thoughts there would be appreciated. And then also if you guys have it on hand, any kind of update on the month-to-date trends for February?

Sure, John, I'll answer both. it's Mike. In terms of the first question, I don't know we point to any one area that seems to be more robust than others. I just think we have obviously a very strong footprint, and scale and our continued focus on recruiting, and we've been adding some tuck-in acquisitions all of that could be helping drive that outperformance to your point. And then in terms of February, we've got really 25% of the month left to report. We've got the last five days to report. But I would say that based on - if the current trends hold up that we've seen through kind of those first three weeks, I think we'll finish February purchase down about 3% to 4%.

Okay, that's helpful. And then, Tony, I don't know if you have this on hand, but you talked to the refi exposure within direct, I think that's maybe just resi, refi, but I don't know if you have a sense for this overall but what the overall refi exposure would be if you include agency and then commercial direct as well?

Yes, I don't have that. The number I used when I gave the percentages is you're right. It's residential, refi revenue up against total direct revenue, which would include obviously purchase as well as commercial. Mike, do you remember our purchase to refi split on commercial?

Our mix?

Our mix.

Yes. And it's really been very constant over the last number of years but I'm looking for the full year number. In 2021 on the open side, this is for commercial specifically. 69% of open orders were resale, and 31% were refi. And as we kind of start the year it's holding at those same levels.

Yes, it's been very constant John actually over the past handful of years with the real exception only being when the pandemic hit in that second quarter skew to refi from purchase but kind of reverted back to that high 60 plus percent resale opening side.

And what's interesting is our purchase and refi fee per file on the commercial side is almost the same. It's very consistent. So you don't have this wide disparity like what we have on the residential side. And then, and then I don't have numbers on agency. That's not something that we collect. My guess would be it's even smaller or refi to purchase versus what we would have in our directs.

Okay. I was just going to ask that just on a follow-up on the agency side. I mean obviously, with the centralized refi business within direct, you're probably going to skew higher on a refi mix there. And so it's going to be lower and agency and then also the agency refi revenue is probably going to come on way lower margin, is that fair to say?

Well, certainly on a lower margin, more because of the split. The fact that you're getting - you're giving away $0.20 or $0.76 of every dollar to the agent, but yes, if you look at the net margin of roughly 10% which is what we do in our agency business, I don't know if a purchase order versus a refi order gives you a different net margin, we don't have that information.

Yes, I think it's more an overall revenue number. I mean a 10% gross margin in the agency's all-time record.

Yes.

And, but it's more of a revenue issue versus I think segment issue.

Our next question comes from the line of Ryan Gilbert with BTIG. You may proceed with your question.

Good morning, everyone. First question, the title business, can you comment on any changes you saw in competition in 4Q '21 and then how you expect the competitive dynamic to play out over the course of 2022?

Sure, Ryan, it's Mike. I don't know that we saw anything significant in the fourth quarter. It's a very competitive business and we've talked about this before, particularly to a local level, in local communities, of thousands of competitors, I think that dynamics the same. I think you've got the more national underwriters are all competing as they have in the past. So I haven't noticed any significant competitive dynamics. And as we go into next year, I would think more of the same. I think one thing that may be as heated up as a little bit more acquisition activity with title companies and that's something we're very interested in doing. We've been doing some of those. We'd like to do more. But that's probably all I would point to.

And second question in F&G. If I just look at the adjusted pre-tax income divided by revenue, it looks like the margins down pretty considerably on a year-over-year basis. Is that just a function of product mix? And how should we think about pre-tax margin going forward in that business?

Yes, at F&G, we really look at after-tax earnings. I'm not even sure specifically what you're referencing, but I can tell you that there may be some unusual items that are skewing whatever we're looking at there. I think it was probably more skewed in the prior year as opposed to the current year. I can tell you that roughly, after-tax earnings run at about 100 basis points of our average assets under management, and that's been pretty consistent. Our year-over-year Q4 adjusted net earnings excluding notables I think it was like $87 million in the current quarter and $60 million in the prior-year quarter. And that's clearly a result of asset growth. And so I'm guessing what we're seeing, and I don't have it specifically in front of me, but I'm guessing what you're seeing in terms of adjusted pre-tax is. I mean I'm looking at it here $114 million in the current year, $61 million in the prior year. So, yes.

Yes, I would say, Tony, might be a couple of things. This is Chris. I think obviously our net product spread has been quite consistent, so. And ROA is actually been trending up, so it could have something to do with how PRT premiums get counted in revenue. I don't know, we'd have to dig into that, but the margins have been quite consistent to rising.

Okay, thanks very much.

Our next question comes from the line of Geoffrey Dunn with Dowling & Partners. You may proceed with your question.

Q1 could actually be one of the first relatively challenging quarters you've had in a while. Have you started taking any headcount reaction to the decline in refi's? Or is that something that's more of a centralized aspect and it doesn't require the same type of adjustment you typically would do with volumes changing?

So, we have actually, Geoff, and certainly in the centralized channel in particular, but we're down about 300 from our peak in October, as we sit here in February. So it's been modest, but we've been taking some actions that I would anticipate some additional actions in this quarter. But it has been more focused on refi channel operations.

Okay. And then when you talked about your priorities for investment. I was hoping you could elaborate on your tech area of focus. Both with respect to what are you investing in internally? Is it still kind of the digital, customer-facing, platforms, or other areas including products? And then also in M&A, do you have any growing conviction in areas where you think you want to buy versus build?

Well, I would say on the first point, our investments are more in the continued enhancement and development and adding more feature sets to our existing technologies like SoftPro, and we've got more that we can do I think with the inHere platform as we build more capability into that. And in the Real Estate Technology businesses, it's very similar. As we think about more external, if we find external technologies that we can plug into the things we're doing, we're very interested in that, we do look at that. And that might be an area of future development. And the build versus buy. I guess it just would depend on what you have. I mean we've got a lot of internal developers in our company between things like SoftPro and SkySlope and others. And so we've probably skewed a little bit towards side, Geoff, then maybe the other.

And then with those various tech investments is that's the kind of hidden in corporate. What lend themselves most of the title business? Or what could turn more - turn into more than $1 million or $2 million of pre-tax type of income in a given quarter? I think is the only one that's maybe above a couple of million pre-tax?

Are you - sure, the actual revenue...

I'm trying to figure of any of those can actually turn into something more meaningful or if they kind of like - are they more almost like pet project investments? Or are those something that can really scale into something that is meaningful for the company over time? Or did they provide some sort of other leverage? I'm not quite sure I understand their role in the overall company.

Okay. Maybe two things. In terms of sort of gross annual revenues, those businesses combined. I think around $120 million, Tony, is that sound about right?

Yes, maybe even a little stronger.

I think that could grow. Both through organic growth, we had very strong organic growth this past year or in '21 actually over '20. And our EBITDA margins have got very strong in those businesses. I think we made over $30 million. I don't have the numbers right in front of me. So I'm trying to.

Yes.

Yes. So, not significant to the whole of course, Geoff. But not inconsequential either. We still do think though that there could be benefits to help drive opportunities into the title operations. Still more work to do on that to see if we can prove that out. But we like the fact that we're selling products and services to our core customer groups, well before they have a title order. And we think there is value in building that connectivity but more work to do I think to kind of connect those dots.

So is that maybe more of the point that these other operations provide a customer touch-point before the title order and that's the strategic or overall advantage of this?

I think that would be the more strategic side of it, but we're an operating company, and we've got a business that we feel pretty good about with strong revenue and strong profitability. And we think we might be able to add to that, either through acquisitions of other types of companies. But you're right. More on the strategic side would be the latter point.

And this will conclude our question-and-answer session. I will now turn the conference back over to CEO, Mike Nolan for closing remarks.

Thank you. We delivered another outstanding quarter with year-over-year increases in revenue, adjusted net earnings, and assets under management. FNF has a strong track record of market share growth, best-in-class margins, technology innovation, and shareholder value creation. It is very exciting to see the opportunity ahead for our market-leading businesses, which are strategically positioned for long-term growth in attractive sectors, and with sustainable competitive advantages. Thanks for your time this morning. We appreciate your interest in FNF and look forward to updating you on our first quarter earnings call.

Thank you. And the conference call has concluded. Thank you for attending today's presentation. You may now disconnect your lines at this time. Thank you for your participation. Enjoy the rest of your day.