Fidelity National Financial, Inc.

Good morning and welcome to the F&F's second quarter 2025 earnings call. During today's presentation, all callers will be placed in listen-only mode. Following management's prepared remarks, the conference will be opened for questions with instructions to follow at that time. I would now like to turn the call over to Lisa Foxworthy Parker, SVP, Investor and External Relations. Please go ahead.

Thanks, Operator, and welcome, everyone. I'm joined today by Mike Nolan, CEO, and Tony Park, CFO. We look forward to addressing your questions following our prepared remarks. F&G's management team, including Chris Blunt and Connor Murphy, will also be available for Q&A. 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 details on important factors that could cause actual results to differ materially from those expressed or implied. This morning's discussion also includes non-GAAP measures which management believes are relevant in assessing the financial performance of the business. Non-GAAP measures have been reconciled to GAAP where required in accordance with SEC rules within our earnings materials available on the company's investor website. Please note that today's call is being recorded and will be available for webcast replay. And with that, I'll hand the call over to Mike Nolan.

Thank you, Lisa, and good morning. Overall, our businesses generated strong results for the second quarter. Starting with title, we delivered adjusted pre-tax title earnings of $337 million, a 13 million or 4% increase over the second quarter of 2024. We achieved an industry-leading adjusted pre-tax title margin of 15.5% for the second quarter, up 380 basis points from 11.7% in the first quarter of 2025. Compared to the second quarter of 2024 adjusted pre-tax title margin of 16.2%, we saw a decline of 70 basis points, primarily due to higher expenses, including 60 basis points or $12 million of elevated health claims. We also had higher strategic investments in security, technology, and recruiting to position the business for long-term growth. Importantly, these expense items did not impact the direct title and agency title businesses, which performed well and generated healthy incremental margins. Tony will provide further details later on the call. Looking at our title results more closely, starting with purchase, we were encouraged to see a 5% increase in daily purchase orders opened over the first quarter of 2025. although lower than the more typical increase of 10% that we have seen in recent years. This reflects market volatility and higher rates, which continued to impact the residential purchase market. Our daily purchase orders opened were in line with the second quarter of 2024, up 5% over the first quarter of 2025, and in line for the month of July with the prior year. For refinance, we were pleased to see a 28% increase in refinance orders opened over the second quarter of 2024 with just a modest movement in mortgage rates. Daily refinance orders opened were 1,300 in the second quarter and remained at that level in the month of July. Our refinance orders opened per day were up 28% over the second quarter of 2024, up 2% over the first quarter of 2025, and up 20% for the month of July versus the prior year. Commercial volumes continue to be a bright spot with direct commercial revenue of $626 million in the first six months, up 23% over $511 million in the first half of 2024. We had a very strong quarter for commercial revenue, driven by national and local revenues, which were both up more than 22% versus the prior year quarter. In particular, national daily orders open were up 11% over the second quarter of 2024 and held steady for the month of June as compared to June of 2024. Notably, we now have five consecutive quarters with double-digit increases in national daily orders opened. Local market daily orders opened were up 4% over the second quarter of 2024 and up 9% for the month of June over June of 2024. On the whole, our total commercial orders opened were 858 per day, up 7% over the second quarter of 2024, in line with the first quarter of 2025, and up 14% for the month of July versus the prior year. Bringing it all together, total orders opened averaged 5,800 per day in the second quarter, with April at 5,800, May at 5,700, and June at 5,900. For the month of July, total orders opened were 5,500 per day, up 5% versus the prior year. Looking ahead, our title segment remains poised for a rebound in transaction volumes, and we continue to invest in the business for the long term. Over time, we see opportunities to gain efficiencies across our operations and further enhance profitability. We continue to generate strong free cash flows, enabling our dynamic capital allocation strategy, which Tony will speak to in a few minutes. I'd like to take a moment to recognize our employees for all that they do to provide innovative title insurance solutions that protect consumers and lenders, while ensuring secure and efficient real estate transactions. Turning now to our F&G segment, F&G has profitably grown assets under management before flow reinsurance to $69.2 billion at June 30th, up 13% over the prior year quarter. We remain pleased with F&G's performance and foresee plenty of opportunities to grow and increase the value of the business. On a standalone basis, F&G reported GAAP equity excluding AOCI of $5.9 billion at June 30th. Since the 2020 acquisition by FNF, F&G has generated a 58% increase in its cumulative book value per share excluding AOCI to $43.39 at the end of the second quarter. With that, let me now turn the call over to Tony to review F&F's second quarter financial performance and provide additional insights.

Thank you, Mike. Starting with our consolidated results, we generated $3.6 billion in total revenue in the second quarter. Excluding net recognized gains and losses, our total revenue was $3.5 billion, as compared with $3.2 billion in the second quarter of 2024. 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. We reported second quarter net earnings of $278 million, including net recognized gains of $98 million. versus net earnings of $306 million, including $88 million of net recognized losses in the second quarter of 2024. Adjusted net earnings were $318 million, or $1.16 per diluted share, compared with $338 million, or $1.24 per share for the second quarter of 2024. The title segment contributed $260 million. The F&G segment contributed $89 million. And the corporate segment had a net loss of $3 million before eliminating $28 million of dividend income from F&G in the consolidated financial statements. Turning to second quarter financial highlights specific to the title segment, our title segment generated $2.2 billion in total revenue in the second quarter, excluding net recognized gains of $43 million. compared with $2 billion in the second quarter of 2024. Direct premiums increased 12% over the prior year. Agency premiums increased 7%, and escrow, title-related, and other fees increased 7%. Personnel costs increased 10%, and other operating expenses increased 10%. All in, the title business generated adjusted pre-tax title earnings of $337 million, compared with $324 million for the second quarter of 2024, and a 15.5% adjusted pre-tax title margin for the quarter, versus 16.2% in the prior year quarter. As Mike mentioned, the second quarter margin was impacted by higher expenses with three primary drivers. First, we had 60 basis points, or $12 million, of elevated health claims, which we expect to remain elevated for the remainder of the year before likely normalizing in 2026. Next, we had higher strategic investment in security and technology relative to the second quarter of 2024. although this spend is in line with the sequential quarter and reflects our current run rate. Finally, we saw higher personnel expense as a result of an active recruiting quarter as we continue to build the business for the long term. Importantly, we don't expect these incremental expenses to impact our ability to deliver a 15% to 20% pre-tax title margin once we rebound to a normalized market, although transactional volumes remain low at this time. Our title and corporate investment portfolio totaled $4.8 billion at June 30. Interest and investment income in the title and corporate segments was $95 million, down 4% versus the prior year quarter, and excluding income from F&G dividends to the holding company. For the remainder of 2025, we expect to generate quarterly interest and investment income of of $90 to $95 million in each quarter, assuming two Fed funds rate cuts later in the year. In addition, we expect approximately $28 million per quarter of common and preferred dividend income from F&G to the corporate segment. Our title claims paid were $66 million and in line with our provision for the second quarter. The carried reserve for title claim losses is approximately $54 million, or 3.3% above the actuary central estimate. We continue to provide for title claims at 4.5% of total title premiums. Next, turning to financial highlights specific to the F&G segment. Since F&G hosted its earnings call earlier this morning and provided a thorough update, I will provide a few key highlights. F&G's AUM before flow reinsurance increased to a record $69.2 billion at June 30. This includes retained assets under management of $55.6 billion. F&G's gross sales were $4.1 billion, one of its best sales quarters in history. F&G had significant growth in core sales of $2.2 billion. which includes indexed annuities, indexed life, and pension risk transfer, and $1.9 billion of MIGA and funding agreements, two products we view as opportunistic. Second quarter of 2024 was the all-time record with $4.4 billion of gross sales. Net sales retained were $2.7 billion compared to $3.4 billion in the second quarter of 2024. This reflects third-party flow reinsurance at varying seeded amounts in line with capital targets. Adjusted net earnings for the F&G segment were $89 million in the second quarter, compared with $122 million for the second quarter of 2024. F&G's operating performance from their underlying spread-based and fee-based businesses continues to be strong. F&G continues to provide a complement to the title business. In the first six months, the F&G segment contributed 32% of F&F's adjusted net earnings, down from 40% in the first half of 2024. Yesterday, F&G announced the launch of a new reinsurance vehicle in partnership with Blackstone Managed Funds, with approximately $1 billion in capital commitments. The reinsurance sidecar provides long-term, on-demand capital to F&G through a forward flow reinsurance agreement of certain fixed indexed annuity products, effective August 1st. The reinsurance sidecar is another source of growth capital and will move F&G further toward a more fee-based, higher margin, and less capital-intensive business model. From a capital and liquidity perspective, F&F continues to maintain a strong balance sheet and balanced capital allocation strategy. Our consolidated debt-to-capitalization ratio, excluding AOCI, remains in line with our long-term target range of 20% to 30%, and we expect that our balance sheet will naturally delever as equity grows. FNF continues to return excess cash to shareholders through share repurchases and has remained active throughout the second quarter and into the third quarter. During the second quarter, we repurchased 2.9 million shares for a total of $159 million at an average price of $55.20 per share. For the second quarter, we have returned nearly $300 million of capital to our shareholders through common dividends and share repurchases. Year-to-date, we have returned over $450 million through common dividends and share repurchases. From a capital allocation perspective, we entered 2025 with $687 million in cash and short-term liquid investments at the holding company. During the first six months, the business generated cash to fund our $271 million quarterly common dividend paid, $37 million of holding company interest expense, $150 million investment in the F&G common equity raise, and the $184 million in share repurchases, all while keeping pace with wage inflation and funding the continued higher spend in risk and technology required in today's landscape. We ended the first half of 2025 with $583 million in cash and short-term liquid investments at the holding company. This concludes our prepared remarks, and let me now turn the call back to our operator for questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you would like to ask a question, please press star and 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star and 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. Ladies and gentlemen, we will wait for a moment while we poll for questions.

Our first question comes from Mark Devery's

with Deutsche Bank. Please go ahead.

Thanks. You know, having hit the five-year anniversary on the investment in FG, I'd be remiss if I didn't ask for some updated thoughts on kind of how you guys and the board are thinking about the appeal of continuing to kind of hold these very separate businesses under the same company.

Thanks, Mark. It's Tony. I'll start. Others could weigh in. I would say – Kind of the same commentary that we've shared previously, which is the board's been very pleased with F&G's performance and really the validation of the thesis behind the acquisition. You know, F&G has contributed 32% of our adjusted earnings through the first half of the year. We're getting about $120 almost million of cash. from F&G to holding, and so that's been helpful. And we're really excited, and you probably heard with the launch of the sidecar and some other strategy around, you know, core sales versus opportunistic sales. sales. We're excited about more fee-based, higher margin, less capital-intensive business model that F&G is pursuing. And so at this point, it's continue to run the business, operate the business as they have. And that's kind of the update. I don't know. Did you guys want to weigh in at all? All right.

Okay, understood. And then second question just on the personnel expenses. It was a pretty big step up and well above kind of consensus expectations. Tony, I know you called out, you know, I think you said an active recruiting quarter, but I can't on my time covering the company remember, you know, such a big step up, particularly in a relatively – static environment. Anything else to kind of call out there that kind of drove that personnel expense? Any incremental detail you can provide?

Well, Mark, it's Mike. Yeah, on the recruiting, I would say that that was about a 20 basis point impact. And it really was one of our best recruiting quarters in a long time and significantly stronger than the second quarter. So, you know, we were trying to bridge the second quarter of last year to this quarter. And, you know, when you think about recruiting, it's ultimately great for the company and we've always been very strong in that realm. But you do front load the expenses. And so as you board people that are going to bring you revenue, they're bringing that, you know, 60, 90 days after. And then I think, you know, we had more spend in the shared service areas, some of which is personnel because we've added staff in the risk and security areas. We're doing more in technology. So I think it was a combination of those factors. And then I'll see if Tony had anything to add on that.

Yeah, I'll just weigh in on the medical claims, which we called out as a $12 million delta relative to the Q2 of last year. And, you know, it's one of those things where It's obviously unfortunate when your employees and dependents have, you know, higher medical claims. Most large companies, as you probably know, are self-insured. And we've been real consistent in our run rate in terms of all-in medical. You know, in 2023, it was about $175 million annual spend and the same number in 2024. And frankly, the year started out pretty similarly. But really, in May, we started to see high-cost claimants. And not a big number, but expensive claims come through. And those are anywhere from, call it $100,000 to a million dollars in a particular case. And we had a number of those. And so it drove up our estimate of... of medical claims, what we think will incur through the balance of the year. So we added $12 million this quarter and will likely add some more in Q3 and Q4, probably not to that level, but maybe a total of $12 million over the balance of the year. And then we'll take actions next year, you know, in terms of maybe plan design and, you and looking at vendors to assist us with various programs to reduce our spend as we look forward. You can't really make those changes in the middle of the year because You don't go through an open enrollment. But that was just sort of a blip that we don't expect to continue as we move into 2026.

And, Mark, I want to emphasize something on to Tony's comments that, you know, fundamentally it was really a strong quarter for our title operations. We had growth across all of our core business segments in both revenue and profit. Industry-leading title margins generated $260 million in adjusted earnings up from the second quarter of last year by about $20 million. And I really feel like the business performed very well, but we did have some variances to call out relative to the second quarter margin of last year.

Okay, got it. Just a couple of clarifications. Did those health care claim expenses flow through the personal cost line?

Yes, they did.

Okay, got it. And then just on the recruiting activity, what kind of led to the big quarter? Were there any kind of dislocations with competitors that created a unique opportunity, or was it just trying to be opportunistic for, you know, the opportunity you think Liza had for the business?

I would say it's opportunistic. You know, we have a large footprint. And we have a lot of people, a lot of operations that are actively recruiting. You know, we've just got more than everyone else, so we've got more firepower on it. I think the fact that we're doing so well in that category points to that we're a company of choice and we want to be a company of choice for talented title professionals. And so I don't know that it was any major dislocation on anybody else's part, but it was just more – We're very focused on it, and we had a particularly good quarter, particularly as it related to the second quarter of last year.

Got it. All right. Thank you. Thanks, Mark.

Thank you. We have our next question from the line of Terry Ma with Barclays. Please go ahead.

Hey, thank you. Good morning. Good morning. Just wanted to follow up on kind of margin and expense commentary, I guess. It sounds like the impact margin from the health care claims of 60 basis points would kind of peak this quarter and then maybe just subside the rest of the year. Is that the right interpretation? And then, you know, when you kind of put everything together with the elevated health claims, recruiting, security, and tech investments, I guess, do you have confidence in staying within that 15% to 20% margin for this year?

Absolutely, Terry. You know, we – We're right in line, really, with where we were last year. And, you know, the early view of July is that we had a good, strong July. And, you know, we said our base case has always been, as we've gone into the year, that 25 is going to be a lot like 24. And as we look at the second half of 25, we think it's going to look a lot like the second half of 2021. with the wildcards really being more what happens with mortgage rates, you know, up or down. We've seen some optimism there as the daily rates come off a bit. I think it's maybe 6.6 or something like that. Every little bit helps. And then, you know, commercial activity is probably the other wildcard. You know, I'm encouraged that July resale orders, you know, were kind of in line with last July sales. and that we're still seeing some uplift on refi. So, yeah, we've got a little higher run rate on shared services that we also had in Q1. The health claims, we think they'll moderate, but they're still going to be probably elevated to last year. And then we think that'll normalize in 26. And then the recruiting, you know, it varies. And, you know, second quarters are typically sort of peak recruiting quarters. So we might see that lessen a bit in the second half, but, again, it's opportunistic, and we will take advantage of getting talented people when that's available because we're building the business for the long term.

Got it. That's helpful. And then maybe on commercial, it looks like the momentum is continuing with particular strength on the national side, which I think you called out. It was up 22% year-over-year for closed orders. I guess, Andy Keller, on both national and local, as you kind of look into the back half of the year, how sustainable do you think this momentum is?

Yeah, I do want to clarify one thing. It was 22% on opens, not closed. But, yeah, it's been fantastic, and, you know, we're – Through the first seven months of the year, we're averaging 860 open orders per day in the total book, which is a nice lift from really where we've been. Even going back, if you look at 2015 through 2020 and 23 and 24, kind of carve out the peak years of 21 and 22, we seem to have jumped up to a new level. As we look at the back half, the pipeline in national is quite strong. I mean, we've had five consecutive quarters of double-digit growth in national commercial open orders. And as you know, there's a bit more of a tail as to when those close. So, you know, we would expect to have a strong closing pipeline there. Local orders are still up. It's not like they're off. They're just not up as much. And interestingly, we've seen a nice pickup in commercial refinance orders. Our total mix... in opens has shifted from about 75% in January, now just below 72% in July. So that doesn't sound like a lot. But in the first half, our commercial opens on refi were up 21%. And in July, they were up 35%. So it's nice to see that financing of commercial properties seems to be picking up. And I think that also could bode well for not only the back half of the year, but probably as we go into 26.

Great. Thank you. Thanks.

Thank you. The next question comes from Bose George with KBW. Please go ahead. Hey, guys. Good morning.

Actually, I wanted to just ask about the, you know, the buybacks obviously has increased and the quarterly run rate, you know, is similar to what we saw back in 22 and 21. Can you just discuss, you know, the potential cadence of the buybacks going forward?

Sure, Bo. Thanks. It's Tony. Yeah, we don't give guidance in terms of our expectations other than to say that we do expect to be in the market every day where we're not being, you know, where we're not blacked out. And I would also say that, you know, we feel – Any weakness in our share price at these levels is a great use of excess capital, and you saw that activity in Q2 with $159 million in buybacks and 2.9 million shares. And so I would expect that we'll monitor the market, be active, and, again, if there's weakness there, we'll probably be more active.

Does that answer your question, Bose? Yeah. I have another question, though. Please go ahead. Hey, guys. Sorry.

Just to follow up on that, does the buyback signal anything in terms of sort of incremental capital into FNG? Does it suggest that that's kind of done and you have more sort of flexibility in terms of that?

Yeah, I would say that I don't know that it signals anything directly other than, you know, we don't expect to need incremental capital for F&G. I know that we did participate in the common equity raise of F&G earlier this year, and I think it was very early in 2024 when we acquired the preferred stock investment. But But, yeah, no, I think that F&G with their capital life strategy is well positioned to take advantage of capital sources that they have unrelated to F&F. And so I would say that kind of our uses are, you know, our common dividend, M&A to the extent there's M&A available to us, and share buybacks. And, you know, we're sitting on $600 million. of cash at the holding company level and we're generating strong cash flow.

Okay, great. Actually, one quick follow-up on that. Did you give your number or how much did you repurchase in July?

We did not provide a number. It was, and it'll be in the queue, which will be filed tomorrow. And I think it was just one day's worth or something like that. I think it was $5 million. And that's because our blackout kicks in almost right after the end of the quarter.

Okay, great. Thanks. Thank you. Ladies and gentlemen, if you would like to ask a question, please press star and one on your telephone keypad. Our next question comes from the line of Mark Hughes with Trust Securities.

Please go ahead.

The participant has dropped from the question queue. We will move on to the next participant. That is Jeffrey Dunn with Dowling and Partners. Please go ahead.

Thanks.

Good morning.

Hey, Jeff.

Tony, can you share the remaining dividend capacity from the regulated entities for the second half and also your expectation for non-regulated divs?

Yeah, I think we have about $250 million available from the regulated companies. over the second half, and then we have about $60 million coming from F&G in the second half. The other subs, the non-regulated, it's a little more difficult because I would then need to forecast what their earnings are going to be because that's real-time cash flow. It's probably, I mean, we had $120 million in Q2 from unregulated funds, It'll be a little less in the second half on a quarterly basis only because of tax payments tend to ramp in the second half. But it could be a couple hundred million dollars. So add that back, add that together, it's 400, 400 to 500.

Okay.

And then I know how the refi versus purchase pricing works on the direct resi business. But how does it work on commercial? Should we be expecting a deceleration on the commercial fee profile with the pickup and refi?

Yeah, Jeff, it's Mike. I don't really think so. The fee profile is pretty consistent. And, you know, our average total commercial fee profile of $11,300 in the second quarter, you know, I think, If you wanted to use a number going forward, something in that range would probably be the number to model. You know, with the national overall pickup in orders, you know, they just inherently have higher fee profiles, as you know, and we think that could be a bit stronger mix as we go in the back half of the year just because of those strong opens that I talked about. So I would probably use that number. 11,000-ish.

Okay. Great. Thank you.

Thanks. Thank you. Our next question comes from the line of Mark Hughes with Trust Securities. Please go ahead.

Yeah, thank you. Good morning. Any update on the regulatory front from FHFA or Anything that you're seeing that actually suggests any momentum in Washington that might be impactful to the title industry?

Mark, it's Mike. Not really. I think that the pilot is intended to be limited scope. It runs through May of 26. I think the anticipation is about 15,000 loans going through that pilot. And I don't think there's any change to that, and then we'll see where it goes. As you might know, I had a very nice call with the director of FHFA. He's good to talk to, very willing to listen. And they did add WestCorp as a second provider of the program with kind of a new – I don't know if it's new yet, but a limited – title options. So it's not the waiver, it's kind of a different product approach. We're still waiting to see what that looks like. And I told the director that we believe strongly that the waiver is not a good idea, but that we've always worked collaboratively with the FHFA and with the GSEs, and we want to continue to do that. So we remain engaged, but still view it as a limited scope pilot.

Very good. And the recruiting you're doing, are these, would we characterize them as revenue-attached people that bring relationships and a low of activity?

A hundred percent. The ads that we've had, if you look at our staff, you know, we're up in our direct title footprint about three percent over this time last year. And it's virtually all revenue-attached recruits. We haven't been hiring for, you know, sort of production capacity. So they bring revenue, and you can kind of think of them as like mini acquisitions, really. You know, the acquisition activity has been down just because the opportunities haven't been there. But when you're hiring good people that bring revenue, you're sort of accomplishing the same thing as you do when you buy a company.

Yeah, yeah, very good. Did you give July kind of the growth in national versus local commercial?

Yeah, I don't know if I did or I didn't. It might have been in the script, but I'm looking at the numbers. So on the open side, national open orders were up 22% over July last year, and local open orders were up 8%. So really good both in growth, but really strong growth on the national side.

Yeah, very good. Thank you.

Thanks, Mark.

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

Thanks for joining our call this morning. Together, the combined business delivered strong second quarter results. The title segment is delivering industry-leading margins and remains poised for a rebound in transactional levels as we continue to invest in the business for the long term. F&G's new reinsurance sidecar is another source of growth capital and will help move F&G further toward a more fee-based, higher margin, and less capital-intensive business model to help deliver on its investor day targets. We appreciate your interest in F&F. and look forward to updating you on our third quarter earnings call.

Thank you for attending today's presentation, and the conference call has concluded. You may now disconnect.