FNF Group of Fidelity National Financial, Inc.

Good morning, ladies and gentlemen, and welcome to the FNF 2021 second quarter 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 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 second quarter 2021 earnings conference call. Joining me today is our CEO, Randy Quirk, President Mike Nolan, CFO Tony Park, and F&G 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 with a review of the financial highlights. We'll then open the call for your questions and finish with 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 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 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 p.m. Eastern time today and through Wednesday, August 11th. The replay number is 844-512-2921, and the access code is 137-20504. Let me now turn the call over to our CEO, Randy.

Thank you, Jamie. We are excited about our second quarter performance as our title business continues to produce record results, and F&G set records for its retail annuity sales while expanding into new institutional channels, further validating our decision to acquire the company just over one year ago. We are building a company designed to deliver more stable earnings and cash flow as market conditions change and interest rates eventually rise and pressure our title business, and we can already see the early signs of our success. I would like to thank our employees for their hard work and the sacrifices that they have made since the start of the pandemic, whether working from the office or working from home. Their dedication has allowed us to continue to lead the title industry in revenue, earnings, margins, and market share, and produce the best performance in the history of not only the company, but the entire industry. In the second quarter, we generated record adjusted pre-tax title earnings of $688 million compared to $378 million in the year-ago quarter and a 22.7 adjusted pre-tax title margin compared with 18.4% in the second quarter of 2020. Our margin for the quarter matches our record-setting margin achieved in the fourth quarter of 2020 and benefited from our investments in technology, operations, and automation over the years as we have worked to improve our efficiency in our title business and maximize our profitability over market cycles. Turning to F&G, when we closed on our acquisition in June of 2020, we expected F&G to provide a counterbalance to our earnings, which are highly sensitive to mortgage interest rates. We also believed that our acquisition would accelerate F&G's ratings upgrades and open new channels of distribution to enhance their sales growth. F&G has far exceeded our expectations as we have gained significant momentum in the bank and broker-dealer channels in the first year of launch, as well as strong sales growth in existing channels. While delivering record retail sales, we have maintained attractive spreads despite the low interest rate environment that we continue to experience. F&G has also entered the institutional market with a $750 million funding agreement-backed note issuance and was just awarded its first pension risk transfer deal over the past week. F&G ended the second quarter with nearly $332 billion in ending assets under management, which is a 20% increase since the acquisition, and it's well on its way towards achieving our goal of doubling assets as sales momentum accelerates. Looking forward, we will continue to evaluate our capital allocation strategy as we remain committed to long-term value creation for our shareholders, while also focusing on supporting the future growth of our business. Given our strong earnings and cash flows through the first half of the year, yesterday we announced a quarterly cash dividend of $0.40 per share an increase of 11% from our previous quarterly dividend, and our board authorized a three-year share repurchase program of up to 25 million shares. At the end of 2020, we announced a share buyback plan of $500 million, and during the second quarter, we purchased 4 million shares for $183 million at an average price of $45.74 per share. Since announcing the buyback plan, we have purchased 11 million shares for $452 million and an average price of $41.09 per share. Let me now turn the call over to Mike Nolan to discuss the title insurance business in more detail.

Thank you, Randy. Randy touched upon our record second quarter results as we continued to benefit from low interest rates driving strong origination demand, the continued rebound in commercial real estate activity, in the efforts and focus of our employees in taking care of our customers. For the second quarter, we generated adjusted pre-tax title earnings of $688 million, an 82% increase over the second quarter of 2020. Our adjusted pre-tax title margin was 22.7%, a 430 basis point increase over the prior year quarter. We had a 17% increase in direct orders closed, driven by a 57% increase in daily purchase orders closed and a 65% increase in total commercial orders closed, partially offset by a 5% decrease in daily refinance orders closed. Total commercial revenue was a record $347 million compared with the year-ago quarter of $184 million due to the 65% increase in closed orders and a 14% increase in total commercial fee per file compared with the year-ago quarter. For the second quarter, total orders opened averaged 10,900 per day, with April at 10,700, May at 11,200, and June at 10,700. For July, total orders opened were 11,000 per day, as we continue to see strong 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 41% in the quarter versus the prior year. For July, daily purchase orders opened were up 4% versus the prior year. Refinance orders opened decreased by 25% on a daily basis versus the second quarter of 2020. For July, daily refinance orders opened were down 32% versus the prior year. Lastly, total commercial orders opened per day increased by 58% over the second quarter of 2020. Commercial orders opened per day were at all-time record levels through the second quarter. For July, total commercial orders opened per day were up 15% over July of 2020. We remain optimistic that the order volumes we have seen over the last several quarters will drive continued strong commercial performance in the second half of 2021. As Randy mentioned, our strong results are a clear validation of the investments we have made into technology and how we integrate automation throughout our operations to improve efficiencies and enhance client satisfaction. We have spoken often about our focus on expense management in real time as open orders rise and fall. But we also believe that our longer-term focus on integrating automation has significantly improved our performance and profitability through market cycles. Additionally, we continue to enhance our in-here experience platform, which transforms the real estate transaction experience by improving the safety and simplicity needed to start, track, notarize, and close a real estate transaction. During the quarter, we reached an important milestone as more than 1 million consumers completed our Digital Start Here opening package, confirming our belief that customers are ready and eager for digital solutions for real estate transactions. Last week, we announced Notarize In Here, which ensures that the same level of service, security, and integrity our customers demand during in-person notarial acts is available when completing their most significant financial transaction online. We are focused on improving our customers' experience and believe the InHeart platform will not only improve client satisfaction, but will also help us to improve our efficiency by reducing the hours spent on a transaction while also positioning F&F to take market share. Let me now turn the call over to Chris Blount to review F&G's second quarter highlights.

Thanks, Mike. As Randy mentioned, one year into our acquisition by F&F, F&G is executing on diversifying our sources of premium, transforming a previously monoline business into a leading provider of solutions in both retail and institutional markets in the life and annuity space. As we grow, we're focused on generating scale benefits by increasing asset center management while leveraging Blackstone's unique investment management capabilities to deliver consistent spread. Additionally, we've made significant investments in our operating platform to become a best of breed service provider and allowing us to leverage efficiencies as we scale. In the second quarter, we had record annuity sales in our retail channel of 1.6 billion, up 80% from the second quarter of 2020, and 9% from the sequential quarter. We continue to see success with core agent distribution, and also with our two newer distribution channels, independent broker dealers and banks, which generated over 900 million of new premium in the first half of 2021, and are on track to comfortably exceed $1.5 billion for the full year. In the institutional channel where we market to institutional clients, we have successfully entered the funding agreement back note market and secured our first pension risk transfer transaction over the last week. Let me provide a few brief details. In June, F&G issued a $750 million funding agreement back note or FABN at an attractive coupon of 1.75%. Market reception to our initial FABN issuance was extremely strong, with an order book in excess of $2 billion. And going forward, we intend to opportunistically execute additional FABN issuances. Also, we have successfully entered the pension risk transfer market, securing our first deal in late July. We will assume approximately $65 million in pension liabilities and provide annuity benefits to over 1,200 retirees in a transaction expected to close this month. In addition, we have a very robust pipeline of deals where we will be bidding on in the third quarter. Both channels contributed to top line sales results that surpassed our expectations. driven by very strong growth in the retail channels and the launch into two additional institutional channels. Total sales were 2.7 billion in the second quarter, compared to 1.7 billion in the sequential quarter and 1.1 billion in the second quarter of 2020. For the first half of the year, we achieved record sales of 4.3 billion, nearly double the 2.2 billion of total sales in the first half of 2020. With these strong top results, average assets under management, or AAUM, has surpassed the $30 billion milestone, driven by approximately $1.7 billion of net new business flows in the second quarter. Next, turning to spread, our results continue to be strong. Total product net investment spread was 295 basis points in the second quarter, and FIA net investment spread was 335 basis points. Investment yield, an important driver of product margin, was above expectation, driven by one-time items in the quarter, primarily favorable investment income on CLO redemptions held at a discount to par. Adjusting for those notable items, though, total product spread was 255 basis points, in line with our historical trend and consistent with our disciplined approach to pricing. Adjusted net earnings for the second quarter were $92 million. Strong earnings were driven by record AAUM and strong and consistent spread results as we have maintained disciplined pricing actions on both new business as well as our in-force book. Net favorable items in the period were $22 million. Adjusted net earnings excluding those notable items were $70 million, up from $66 million in the first quarter. In summary, it's been a defining first half of the year for F&G. Our profitable growth strategy is firing on all cylinders, and we have successfully diversified our sources of premiums, a key strategic focus. We remain excited about the opportunity to further contribute to the overall F&F strategy in the years ahead. With that, I'll now turn the call over to Tony Park to review F&F's second quarter financial highlights.

Thank you, Chris. We generated $3.9 billion in total revenue in the second quarter, with the title segment producing $3 billion, F&G producing $802 million, and the corporate segment generating $56 million. Second quarter net earnings were $552 million, which includes net recognized gains of $232 million versus net recognized gains of $162 million in the second 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 continued to be held in our investment portfolio. Excluding net recognized gains and losses, our total revenue was $3.6 billion as compared with $2.3 billion in the second quarter of 2020. Adjusted net earnings from continuing operations were $592 million, or $2.06 per diluted share. The title segment contributed $526 million, F&G contributed $92 million, and the corporate and other segment had an adjusted net loss of $26 million. Excluding net recognized losses of $30 million, our title segment generated $3 billion in total revenue for the second quarter, compared with $2.1 billion in the second quarter of 2020. Direct premiums increased by 57% versus the second quarter of 2020. Agency premiums grew by 60%, and escrow, title-related, and other fees increased by 28% versus the prior year. Personnel costs increased by 32%, and other operating expenses increased by 14%. All in, the title business generated a 22.7% adjusted pre-tax title margin, representing a 430 basis point increase versus the second quarter of 2020. Interest and investment income in the title and corporate segments of $27 million declined $14 million as compared with the prior year quarter due to decreases in dividends received on common and preferred stock, decreases in bond interest, and a slight decrease in income from our 1031 exchange business. F&F debt outstanding was $2.7 billion on June 30th for a debt-to-total capital ratio of 23.2%. Our title claims paid of $56 million were $41 million lower than our provision of $97 million for the second quarter. The carried reserve for title claim losses is currently $91 million, or 5.8% above the actuary's central estimate. We continue to provide for title claims at 4.5% of total title premiums. Finally, our title and corporate investment portfolio totaled $6.3 billion at June 30. Included in the $6.3 billion are fixed maturity and preferred securities of $2.2 billion, with an average duration of 2.9 years and an average rating of A2, equity securities of $1.2 billion, short-term and other investments of $400 million, and cash of $2.5 billion. We ended the quarter with over $1.2 billion in cash and short-term liquid investments at the holding company level. Let me now turn the call back to our operator to allow for any questions.

Thank you. At this time, we will be conducting the question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. The confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of John Campbell with Stevens. Please proceed with your question.

Hey, good afternoon, and congratulations on the quarter. This is James Hawley stepping in for John Campbell.

Thank you. Thank you.

Hey, so first one, just kind of a quick one here. So on the refi mix and commercial, can you break out what the mix was on the local and national levels?

Sure. It's Mike. Let me get to that. So for the second quarter, the national open orders were up 80%, and the local orders were up 46%. and the total was 58, as we mentioned. On the closed side, the national orders were up 69% to the previous second quarter, and the local was up 62%. So we're certainly seeing encouraging signs with the national and the larger orders kind of coming back into the mix.

Okay, yeah, thank you. That's helpful. And then if I can squeeze one more in here. I'm not sure if your data is granular enough for this, but can you give any insights into daily price and anything that's going on there and your thoughts on price appreciation going forward?

You mean in terms of the impact on fee profile, I think, is where you're going. So I guess just a point of reference, if I compare June of 2021 up against June of 2020, We see roughly a little over $3,400 fee per file on a purchase transaction, which is up about 16% relative to June of the previous year. Refi is a lot closer to $1,000 in order, and that's up about 4% June over June. All right. Thank you, guys. Appreciate it. Thank you.

Thank you. Our next question comes from Mark Deverys with Barclays. Please proceed with your question.

Yeah, question for Chris. How meaningful can this pension risk transfer business be to revenues and earnings, particularly if you have a high hit rate on some of this big deal pipeline you said you've identified for the next quarter?

Yeah, no, it's big. I think, as you know, it's tens of billions market. I think last I saw, probably 25 billion or so market and we believe growing. So we think it could be quite significant, certainly in the billions over time per year of sales. You know, we're going to start modestly to make sure we've got all the infrastructure in place, but I'd say we're off to a really good start and feeling confident that we can compete there.

Okay. And a separate question. You know, if we apply a title multiple to the title earnings, the market is still not really ascribing much value to F&G despite, you know, performance is really exceeding everyone's expectations. So I was interested in getting your latest thoughts about, you know, what, if anything, you can do here to kind of monetize the value of that business for shareholders.

Look I'll start. This is Chris. I think this comes down to it's a timing issue. So the value is there. The value in a business like ours is always sitting in the in force where we've got effectively locked in spread on today 32 billion of assets under management. So this is a question of what's your time frame and your and your timeline. But at the moment the ability for us to gather assets get benefits of scale expand margins are just tremendous. And regardless of how the market values that multiple of earnings, the value doesn't go away, whether you monetize that via reinsurance or a block deal or something of that nature. But I would say right now we're at an inflection curve where my personal belief is it would be really premature to try to unlock that versus looking at something like that down the road.

Okay, got it. Thank you. Thanks.

Thank you. Our next question comes from Andrew Kligerman with Credit Suisse. Please proceed with your question.

Hey, good morning. So, I also saw that you had announced a new share repurchase authorization of 25 million shares through July of 2024. A billion and a quarter of cash at the Holdco, so very well capitalized, lots of liquidity. Do you think you might want to take advantage of the share price here and do more buybacks? I mean, should we see this as kind of a steady 25 million shares, kind of very smooth over three years, or might you accelerate it And with that, what kind of other opportunities are you seeing for the cash right now?

Yeah, Andrew, good question. This is Tony. Maybe I'll just run through our cash a little bit. So we started the quarter at $1.1 billion. We upstreamed from our subsidiaries a little over $400 million, and then we had a shareholder dividend of a little over $100 million, interest expense of about $10 million, and then buybacks of roughly $185 million for the quarter. So we ended the quarter at a billion 250 roughly. Our buyback authorization did expire on July 31st, so what you saw yesterday in that release was a reauthorization of 25 million shares, almost a formality, if you will, versus an announcement. We committed last year to buy back $500 million in shares over the course of the following 12 months, and we've almost exhausted that to this point. We're about $50 million short of that $500 million commitment. We have not announced another commitment, but I would say we're going to continue to be in the marketplace. We have the authorization, and I think we're going to continue to buy back shares over time. I don't know if we'll announce a commitment or if we'll try to accelerate that given our share price, but I fully expect that we'll be in the marketplace. We also have increased or announced an increase in our dividend from $0.36 a quarter to $0.40 a quarter, an 11% increase. And, you know, we think that's a very bullish sign relative to the cash flow generation that we're seeing. So long answer to your question, but we certainly have a lot of optionality with the cash that we're generating.

And anything on the M&A front that, you know, Anything big out there along those lines?

This is Mike, Andrew. You know, there's a number, and we've talked about this before, but a number of agent opportunities. We continue to look at those. We do those. We don't always announce them, but we've done those deals consistently, and we have a number we're looking at now. And then I would say, you know, there could be things that show up in – technology-related areas, as long as it kind of relates to our core business. I'm not saying we have something specifically, but we're always looking at how to augment our technology, maybe some things inside the ServiceLink business or other businesses that we have. But that would be it. We don't really have, as you know, the big opportunity in title, given the... issues that we had with the steward acquisition.

Yeah, and if I could just jump in with one more. You know, so really like those numbers you talked about on the orders with purchase up 4% in July, commercial up 15%. And I know we could look at all the different services, but how are you thinking about maybe the next three months or so? I mean, are these numbers likely to stay on that same trajectory. And with that, can we assume that your adjusted pre-tax margin will remain over your previously guided 15 to 20%?

Well, I think on the orders, it's Mike again. You know, you look at commercial, we've now had six months in a row, February through July, where we've opened over 1,000 commercial orders per day. and we're averaging over 1,000 per day for the year. And when I look back to 2019, which was our previous record year for opens, so we'll take kind of the pandemic year out of it, in 2019 we averaged about 870 orders per day. So we're running in a market that's much stronger than the best market we had in 2019. So we're optimistic that we'll have a very strong market commercial second half. And on the purchase side, we're into that area where we're getting the seasonality in the business like we typically do. You know, in a normal year, purchase opens usually peak around May or June and then kind of start falling off, you know, three to five percent or so every month. And we're starting to see that sequentially in July. But we'll have a very good purchase closing activity in the third quarter What will come out a little bit will be, you know, we'll have less refi closings in the third quarter, although we did see a sequential increase in refi in July on the open side. It was up about 11% to June. But to your margin question, we would anticipate, you know, very strong margins in the third quarter. Can't put a number to it, but you've seen the power of the business when we have active purchase markets and active commercial markets. And so we would expect a very good quarter.

Awesome. Thanks.

Thank you.

Thank you. Our next question comes from Mark Hughes with Truist. Please proceed with your question.

Yeah, thank you. Mike, well, the refi orders per day you gave the year-over-year, but were they in absolute terms for July?

Let me get that. We opened... A little over 5,300 orders per day refinanced in July of 21, and that was up against a little over 7,900 last July. We had a big increase last year from June, about a 15% jump. So, you know, the comp got a little bit tougher. But as I said, we did have a sequential improvement in July. You know, rates came down sub-3, and we had an 11% increase in opens per day in July versus June of this year.

And then the independent channel, Chris, how is that evolving these days? You're doing very well in the broker, dealer, and bank channels. How about the independent channel?

Yeah, that's doing really well. So we hit a milestone. We moved up to number two in FIA sales in the independent channel. So it was a big deal. uh, for us. So that's, that's, um, cooking along at, you know, 20% growth for us right now. And I would say our relationship with our top IMOs, which drive, you know, 80% of our business in that channel is as strong as it's ever been.

And then, uh, if you could talk about that, just update on the capital strategy with respect to F and G, um, if, if you do have success here, how much, uh, are you going to finance that with, uh, Company capital, reinsurance capital, how are you approaching that?

Yeah, this is Tony. Maybe I'll start. Chris can weigh in. I think at this point, the only capital that F&G needs in 2021 is some debt capital because they have room in their debt-to-cap ratio for maybe $400 million of intercompany lending. So with us sitting on $1.25 billion and growing debt, parent company cash, I think we'll loan that internally, at least in the short run, and allow F&G to continue to grow like they've been growing. And then we'll look as we get further into this year and into next year about where we stand on the equity front and whether F&G wants to take out the F&F piece with third-party debt as well. And so we'll kind of weigh that as as we go, but we certainly like the growth trajectory that F&G is on. And, you know, at this point, you know, don't feel like we're in a position where we need to utilize a third-party strategy.

Thank you. Thanks.

Thank you. And as a reminder, if you would like to ask a question at this time, please press star 1 on your telephone keypad. Our next question comes from Bose George with KBW. Please proceed with your question.

Hey, guys. Good morning. Morning. Actually, first, just on your agent premium split, it seems to usually average around like 23.5% or a little higher, and it was 22.8% this quarter. Was there anything unusual there, or is that just noise?

Bose, it's Mike. I think it's really just geographic patterns. you know, performance that can change over time. We had stronger revenue growth in some of the markets where you have higher average splits versus some of the other markets. So I think it's simply that. I don't think it's any significant price pressure.

Okay. Okay, great. Thanks. And then in terms of margins, can you just talk about margins, you know, for the different segments?

Yeah, I think I've got that somewhere, Bose. Where do I want to start? Direct operations, very strong performance at roughly 32% margins up against 28% in the prior year quarter. Agency was roughly 10% versus about 9.5%. Our national commercial business was at 35% versus about 22%. Keep in mind, you know, the comps are a little bit off because we were really, we had a good We had a good second quarter last year, but it was pandemic-influenced for sure. ServiceLink had an exceptional margin, 24% operational margin versus about almost 22% last year. And specifically within ServiceLink, our centralized refi channel was at 40%, which was just outstanding. So those are Those, I would say, are the big pieces that help drive a record 22.7% margin.

Okay, great. Thanks for the breakout. And actually, one question for Chris. With this venue, the funding agreement, that business, is asset yield and the investment, the assets that it's going to be invested in, the same as everything else, or is there any sort of restriction? So the spread is going to be essentially the same in this business as it was in the existing businesses?

Yeah, I'd say it's comparable. The first deal we did was 104 basis points return on assets. So spread should be comparable. If you think about it, it's like selling to an institution a five-year fixed deferred annuity, zero optionality. So that money is tied up for the term in the case of this issuance for five years. So yeah, this is an exciting new channel for us that should have comparable spreads, it also happens to have a lower capital strain. So the return from a return on equity, return on capital, it's actually higher than the other businesses.

Okay, great. Thanks. Thanks.

Thank you. Ladies and gentlemen, we have reached the end of our question and answer session, so I'd like to pass the floor over to Mr. Quirk for any closing comments.

Thank you. We are very pleased with our second quarter results as our title and FNG businesses continue to set records. We are proud of our team's success, and we are optimistic about the future as we continue to implement our technology initiatives in our title business, which will lead to improved efficiencies and market share over time, while FNG is poised to deliver strong asset growth over the medium term. Taken together, we are building a company that has a financial model designed to deliver strong earnings and cash flow as market conditions change. Lastly, our capital allocation priorities remain focused on deploying capital in a way that best maximizes shareholder value through our quarterly dividend, share repurchases, and continued investment in our businesses. We look forward to speaking with you and updating you on our third quarter earnings call.

Ladies and gentlemen, this does conclude today's teleconference and webcast. We thank you for your participation, and you may disconnect your lines at this time.