FNF - NYSE

Good morning, and welcome to FNF's Third Quarter 2025 Earnings Call. [Operator Instructions] 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, CEO; and Conor Murphy, President and CFO, 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 and 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. We delivered strong third quarter results across both our Title business and F&G segment, demonstrating the power of our complementary businesses and our ability to execute in dynamic market conditions. Our Title business delivered outstanding results given the low transactional environment. I'd like to start by thanking our employees for their unwavering focus on meeting our customers' needs regardless of the environment while continuing to deliver industry-leading performance. We delivered adjusted pretax title earnings of $410 million, an $87 million or 27% increase over the third quarter of 2024, and an adjusted pretax title margin of 17.8%, up 190 basis points from 15.9% in the third quarter of 2024. These results reflect strong performance across the business, including commercial and refinance, as well as our centralized and home warranty operations. Additionally, our disciplined expense management drove strong incremental margins. Looking at our title results more closely, starting with purchase, we continue to see normal seasonality in daily purchase orders opened with an 8% sequential decline. Within the quarter's results, however, we saw daily purchase orders opened in September higher than August. This is atypical and due to the modest downward trend in mortgage rates during the quarter, which we believe is indicative of the pent-up demand for housing. Our daily purchase orders opened were, in line with the third quarter of 2024, down 8% from the second quarter of 2025, and for the month of October, down 2% versus the prior year. Refinance volumes have been responsive, as 30-year mortgage rates decreased by 30 basis points during the third quarter. This generated an increase in refinance orders opened to 1,600 per day in the third quarter, up from 1,300 in the sequential quarter. Our refinance orders opened surged to 2,100 per day in the month of September, reflecting how refinance volumes can change with moves in rates. Our refinance orders opened per day were up 15% over the third quarter of 2024, up 22% over the second quarter of 2025, and for the month of October, up 27% versus the prior year. For commercial activity, we delivered direct commercial revenue of more than $1 billion in the first 9 months of 2025, up 27% over $801 million in the first 9 months of 2024. We have a strong inventory of deals to close and are on track to deliver our third best commercial year ever, trailing only the exceptional markets of 2021 and 2022. Notably, this was our best third quarter in history, with a 34% increase in commercial revenue over the third quarter of 2024. This was driven by a 38% increase in national revenues and a 29% increase in local revenues. In particular, national daily orders opened were up 11% over the third quarter of 2024. We now have 6 consecutive quarters with double-digit growth in national daily orders opened. Local market daily orders opened were up 5% over the third quarter of 2024. Total commercial orders opened were 856 per day, up 8% over the third quarter of 2024, in line with the second quarter of 2025, and for the month of October, up 8% versus the prior year. Diving deeper into commercial. We continue to see broad-based activity across several asset classes that are driving growth, including industrial, multifamily, affordable housing, retail and energy. What makes this year even more remarkable is that we're achieving these results with minimal contribution from the office sector, which remains subdued, but is showing signs of improvement. We have also seen a 22% increase in commercial refinance orders opened in the first 9 months of 2025 over the prior year. Overall, we remain bullish on commercial, and office is a potential added element into 2026. Bringing it all together, total orders opened averaged 5,800 per day in the third quarter, with July and August each at 5,500 and September at 6,300. For the month of October, total orders opened were over 5,600 per day, up 8% versus the prior year. Overall, our Title business is performing well in what is still a low transactional environment. Our seasoned management team has a proven track record of managing our business to the trend in open orders and varying economic conditions. This discipline has generated a steady level of free cash flow, allowing us to continue to invest in our business through attractive acquisitions and technology as we manage the business and continue to build for the long term. Turning now to some updates on our technology initiatives. Our inHere digital transaction platform provides an enhanced and reinvented customer experience as it continues to scale. During the third quarter, inHere engaged 85% of residential sales transactions and reached more than 860,000 unique users, demonstrating deep integration into daily workflows. We continue to enhance our identity verification processes and technology to streamline and secure customer authentication. These initiatives help combat the rise in impersonation and wire fraud in property sales. And they complement our existing efforts to deliver the most trusted, efficient and fully digital closing experience nationwide. We have deployed AI tools enterprise-wide, integrating practical tools into daily workflows to enhance productivity and margin efficiency. With thousands of employees now actively engaging with AI through structured training, pilot programs and targeted departmental adoption, we are building a sustainable AI fluency across our organization. At the same time, we strengthened our governance, privacy and security foundation, helping to ensure that our innovation agenda continues to be executed with discipline, scalability and long-term value creation in mind. Over time, we believe that our ongoing investments in technology, combined with our robust curated data, will lead to increased efficiency and productivity in our operations that will continue to support our market-leading pretax title margin. Turning now to our F&G segment. F&G's assets under management before flow reinsurance have crossed the $70 billion milestone at the end of the third quarter and were up 14% 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 stand-alone basis, F&G reported GAAP equity, excluding AOCI, of $6 billion at September 30 and has grown its book value per share, excluding AOCI, to $44.07, up 61% since the 2020 acquisition. With that, let me now turn the call over to Tony to review FNF's third quarter financial performance and provide additional insights.

Thank you, Mike. Starting with our consolidated results. We generated $4 billion in total revenue in the third quarter. Excluding net recognized gains and losses, our total revenue was $3.9 billion as compared with $3.3 billion in the third 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 third quarter net earnings of $358 million, including net recognized gains of $176 million, versus net earnings of $266 million, including $269 million of net recognized gains in the third quarter of 2024. Adjusted net earnings were $439 million or $1.63 per diluted share compared with $356 million or $1.30 per share for the third quarter of 2024. The Title segment contributed $330 million, the F&G segment contributed $139 million and the Corporate segment had a net loss of $1 million before eliminating $29 million of dividend income from F&G in the consolidated financial statements. Turning to third quarter financial highlights specific to the Title segment. Our Title segment generated $2.3 billion in total revenue in the third quarter, excluding net recognized losses of $38 million, compared with $2 billion in the third quarter of 2024. Direct premiums increased 19% over the prior year, agency premiums increased 13% and escrow, title-related and other fees increased 9%. Personnel costs increased 11%, and other operating expenses increased 4%. All in, the Title business generated adjusted pretax title earnings of $410 million compared with $323 million for the third quarter of 2024 and a 17.8% adjusted pretax title margin for the quarter versus 15.9% in the prior year quarter. As Mike said earlier, these results were driven by strong performance across the business, as well as disciplined expense management. Our title and corporate investment portfolio totaled $4.8 billion at September 30. Interest and investment income in the Title and Corporate segments was $109 million, up 6% versus the prior year quarter and excluding income from F&G dividends to the holding company. The current period includes growth in 1031 Exchange and other escrow balances and a benefit from a legal settlement. Looking ahead, we expect quarterly interest and investment income to trend down from the $109 million in the third quarter to around $100 million in the fourth quarter and then decline around $5 million in each subsequent quarter through 2026, assuming an additional 75 basis points of Fed rate cuts over the next 9 months. In addition, we expect approximately $30 million per quarter of common and preferred dividend income from F&G to the Corporate segment. Our title claims paid of $58 million were $12 million lower than our provision of $70 million for the third quarter. The carried reserve for title claim losses is approximately $52 million or 3.1% 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 $71.4 billion at September 30. This includes retained assets under management of $56.6 billion. F&G's gross sales were $4.2 billion. F&G generated core sales of $2.2 billion, which includes indexed annuities, indexed life and pension risk transfer, and had $2 billion of MYGA and funding agreements, two products we view as opportunistic, depending on economics and market opportunity. Net sales retained were $2.8 billion compared to $2.4 billion in the third quarter of 2024. This reflects flow reinsurance to third parties, as well as F&G's new reinsurance sidecar, which was effective August 1. Adjusted net earnings for the F&G segment were $139 million in the third quarter compared with $135 million for the third 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, with the F&G segment contributing 32% of FNF's adjusted net earnings for the first 9 months of 2025. From a capital and liquidity perspective, FNF continues to maintain a strong balance sheet and balanced capital allocation strategy. FNF continues to return excess cash to shareholders through share repurchases and has remained active throughout the third quarter and into the fourth quarter. During the third quarter, we repurchased 631,000 shares for a total of $37.5 million at an average price of $59.37 per share. We have returned capital to our shareholders through common dividends and share repurchases combined of $627 million year-to-date, including $172 million in the third quarter. From a capital allocation perspective, we entered 2025 with $786 million in cash and short-term liquid investments at the holding company. During the first 9 months, the business generated cash to fund our $406 million quarterly common dividend paid, $62 million of holding company interest expense, $150 million investment in the F&G common equity raise and $221 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 quarter with $733 million in cash and short-term liquid investments at the holding company, up 26% from $583 million at the end of the second quarter. This concludes our prepared remarks, and let me now turn the call back to our operator for questions.

Thank you. Before opening for questions, I'd like to turn the call back over to Mike Nolan for some additional remarks.

Thanks, operator. We issued a press release this morning announcing that our Board of Directors has approved a change in FNF's equity ownership stake in F&G, our majority-owned subsidiary. We plan to distribute approximately 12% of the outstanding shares of F&G's common stock to FNF shareholders. Following the distribution, FNF will retain control and majority ownership with approximately 70% of the outstanding shares in F&G. This will increase F&G's public float from approximately 18% today to approximately 30% after the distribution, strengthening F&G's positioning within the equity markets and facilitating greater institutional ownership. This distribution reflects our confidence in F&G's long-term prospects and is intended to unlock shareholder value by enhancing market liquidity and broadening investor access to F&G's shares. Additionally, we view the stock distribution as a tangible and meaningful return of value to FNF shareholders, along with our announced increase in our cash dividend. Operator, please open the call for questions.

[Operator Instructions] Our first questions come from the line of Bose George with KBW.

In terms of the spin of the 12% to F&G, could you have spun the whole piece out tax-free? And then does this spin at this 12% as a taxable dividend change your ability to dividend the remainder tax-free?

Yes, Bose, this is Tony. The short answer is, yes, we could have spun the entire company to FNF shareholders tax-free. Clearly, we didn't do that. And by dropping below 80%, that option is off the table. Having said that, other options are, certainly, we could do other distributions in the future. But you heard what Mike said, and he can add to that. But the idea is that the Board has been very pleased with F&G, and we wanted to accomplish two things: One, continue to benefit from FG's performance and the expected future performance, but at the same time, getting more shares out there so that people could buy, in a meaningfully way -- a meaningful way, they could buy shares in F&G.

Yes. And I'll just add real quick, Bose. Again, to repeat what Tony said, I think it's a clear indication that the Board recognized the need to get additional float and liquidity. But I think it's also an affirmation of our confidence in the business and its future growth. And when we look at things like the movement to a more capital-light fee-based structure, that, I think, leads to a lot of opportunities for us and in some ways, starts to make F&G more like FNF from a capital-light standpoint.

Okay. Great. And then actually, just switching to the -- just the commercial business. Just given the strength there and what you guys saw this quarter and just looking out based on your pipeline, et cetera, I mean, do you think 2026 could end up matching the peak years, '21, '22?

Well, it's Mike. Bose, it's a great question. I mean, certainly, when you think a range of outcomes, I would say yes. We just had the best third quarter in our history. Which is amazing. And when you look at 10 consecutive months of better open orders month-over-month in commercial, 6 consecutive quarters of double-digit growth in opens for national orders, you're building a pipeline that will go into '26. And when we look at the strength across asset classes, it continues to be led by industrial multifamily. And industrial obviously includes the data centers, and I know others in the industry have commented on that. But it's still very broad-based. And I'll make one last comment. We do a quarterly survey -- I've talked about this before -- of our 19 national commercial offices. And they rank, for the quarter, activity across the asset classes. And in this past quarter, for the first time, our 2 office categories, which is suburban and CBD, were not 11 and 12. They moved up to 7 to 8. And so relative to my comment in the opening, that could be just an additive thing to '26. And maybe a long-winded answer to say yes, there's certainly an outcome that could be a better commercial performance than '21 and '22.

Our next questions come from the line of Terry Ma with Barclays.

Maybe just a follow-up on the FG distribution. I mean, you called out some other options, maybe just kind of outline those options? And then it also sounds like from your comments, you obviously like FG kind of longer term. Does this kind of change like -- is it your intention to kind of hold the asset kind of longer term, I guess, at the end of the day? And if so, like, why would you call out like other options kind of available to you?

Well, Terry, I think we do like the asset, and we think there's still a lot of continued growth. I think it's unquestioned that under our ownership, this company has transformed and performed exceedingly well. We like to pivot to capital-light. But like any business, anything is on the table if it's a better idea at some point. And so could there be other changes? Sure. Is that the current plan? I would say not the current plan. And this was really just let's get more flow, let's unlock some value for shareholders. We think it, like I said before, as a tangible distribution of value to our FNF shareholders, along with our increased cash dividend. So I wouldn't read too much into it, other than what I just said.

And more shares out there, more shares of F&G out in the marketplace not only benefit FG and FG's shareholder base, but really FNF because we believe that having more float allows more upside to F&G, which obviously, as a majority owner, benefits FNF.

Got it. That's helpful. And then maybe just on the title margin this quarter of 17.8%. I think last quarter, you guys called out a number of things, including higher investments in security and recruiting. I guess, maybe just update us on that? Like, was there any impact to the margin from those initiatives this quarter? And how should we kind of think about the margin as we go through the end of the year and into next year?

Thanks, Terry. I'll let Mike talk about the margin outlook, if you will. But in terms of one-timers that we called out last quarter, I would just say we had a couple of small items that mostly offset in the current quarter. I mentioned in my comments that we had a legal settlement which boosted investment income a little bit. That was about a $7 million benefit, and we had $4 million in addition to that as a benefit in other operating expenses, all related to that legal case, which settled after many years. So that was kind of a plus 11, if you will. Offset by what we talked about last quarter, which were elevated health claims, and we also said that we expected those to run through the balance of the year. So we probably had about $6 million or $7 million of elevated health claims in the quarter as well. And so call that netting mostly offsetting each other. And so from a margin standpoint, there wasn't a lot of net positive or negative relative to the -- what we'll call those one-offs.

Yes. And then, Terry, what I'll add, I mean, obviously, it was a great quarter with really, growth across multiple business segments and one of our best quarters in the last 4 years. And we had -- commercial refi was better, some of our centralized businesses, other ancillary businesses like home warranty, and we just kind of had all of them with improved margins. So that was very helpful to the quarter. But quarter-to-quarter, there's always puts and takes. And as we go into the fourth quarter, we know it's typically the weakest quarter for purchase closings. So that's a take, obviously. And then you've got to factor in, well, how well will commercial do? We expect that to do well. What's the mix with agency? How do the ancillaries perform? So that's why it's difficult for us to kind of predict with confidence, a particular margin in a quarter. We would expect the fourth quarter to be good. I think we did 16.6% last year. And we'd expect it to be a good quarter, but we don't fully know. As we think about next year, I think our base case is that we could have modestly better margins than we'll probably do this full year if we get improvement in the purchase environment. We're now in year 4 of a pretty weak purchase transactional environment. Many have been saying, look, next year, next year, and it's just tough to predict. But if we get a better purchase environment next year, we already talked about possibly a better commercial environment. And then refi is the one that's really rate dependent. And I just -- and one of the reasons why we called it out in the opener was to see open orders go from 1,300 in July to 2,100 in September with -- essentially, a 30 or 40 basis point drop in rates just shows you the power of the swings in refi volumes. And again, that will just be rate dependent.

[Operator Instructions] Our next questions come from the line of Mark DeVries with Deutsche Bank.

I just wanted to clarify, Tony, your response to Bose's question on the spin. Did you indicate that now that you'll be dropping below 80%, that if you were to elect to do a subsequent distribution, that, that would not be tax-free? Did I hear that right?

That's correct. These are taxable distributions. So this 12% is the taxable distribution. And if we were to, let's say, opt to distribute the entire 70% ownership in the future, that would not be a tax-free spin because once you drop below 80%, you've, in effect, lost your ability to do a full spin tax-free.

Okay. Just given that, could you talk a little more about how you landed on 12% as being the right number, particularly since you kind of lose that optionality going forward?

And maybe Chris will weigh in here, too, I think he's with us. I think it doubles the float. And so that felt like the right number. I don't know, Chris, if you have anything you'd want to add to that?

Yes. No, I mean, it will take us comfortably over $1 billion of free float. So while a small distribution from an FNF perspective, it's quite meaningful to us on the FG side. So it will take free float over $1 billion, which is great. And yet, I think still a vote of confidence in the upside of FG.

Got it. And then turning to the commercial side. Mike, could you give us some perspective on -- if you think about pre-pandemic, how big of a contributor was office? And how much of a tailwind could that have to your commercial business if that starts to normalize?

Yes. That's a really good question. I don't probably have a very specific answer. It's more anecdotal. But I recall in the years between 2015 and probably 2019, that it seemed like office was just one of the top segments. Particularly, I remember in 2015 and 2016, in markets like New York, there were some just major transactions and things like that. So we might be able to go back and get a better answer on that, Mark. But I don't have a number to give you, other than to say it's been so weak that anything we get is going to be additive.

Yes. That's helpful. And then is there any margin difference in office compared to your other commercial businesses?

No, I think it's all just about the particular fee per file revenue on transactions. So our margins in our national commercial on a pretax basis generally are north of 30% and sometimes higher. And we would expect to probably get that on office versus any other type of commercial asset.

Our next questions come from the line of Mark Hughes with Truist Securities.

Yes. Thanks. The earnings from equity investments were pretty good this quarter. What was that? And is that sustainable?

Sustainable is a good question. There is volatility in that bucket. We have some -- I won't name the fund, but we have a few funds that we invest in and have for years, frankly, and the marks there move around a little bit. But the last couple of quarters, you might have seen it last quarter as well, but the last couple of quarters, we've had some really positive results from some marks that we have on, I believe, one particular investment in that bucket. So I would say for modeling purposes, I wouldn't go with sustainable. I would think you'd keep that pretty small and then just wait for those to come through.

Yes. What was the actual order count, daily count for refis in October?

Yes, Mark, it's Mike. We opened just a little over 1,800 orders per day in October, which was down from the 2,100 in September, but above the average for the quarter of 1,600. So still really good, but they did come off just a bit.

Refi?

Refi. That was the question, right?

Yes, that was the question.

I'm talking refi orders. Yes, hopefully, I got it right.

Yes. On the -- you made a point about commercial refi. What was that point? What -- how big is it relative to the overall mix? And is there any particular trend there?

I think the point is it shows that customers are getting financing. And there was concerns about -- you hear these things about wall to maturity and all this kind of stuff and that maybe people won't be able to refinance commercial properties. And I think the fact that our refi opens are up double digits over last year, I think, points to the fact that maybe the markets aren't as locked up as you might think. But I wouldn't say it's necessarily a significant overall volume, but definitely additive if you think of it that way.

Yes. And then you had mentioned with inHere that 85% of orders were engaged. Could you expand on that? And is that to say that the -- in the large majority of orders, the -- it's being used, but maybe it could be used more fully if it's engaged? What's the full level of engagement?

When we open an order, we invite them to inHere. And so that invites them to a portal environment, they're authenticated, and then they interact with us on that environment. And 85% of our orders had engagement from customers to that invitation. And that's an increase over where we've been in the past. And I think it just shows how this is developing and building and gaining attention. So we're excited about that. And then once they're in the platform and they stay in it to track their order through up to closing, we're taking them out of e-mail in the way they interact with us. And we believe that's a more secure, efficient, better customer experience kind of environment. And to have 860,000 unique users actually doing that in the quarter, I think it's also very -- but again, points right back to the scale. The fact that we've actually deployed this across our entire footprint, the only company in the industry that's done that, still. And so I think it's just -- we're excited about the long-term opportunities of that as sort of a transformational customer experience and more secure platform.

Thank you. And this will conclude our question-and-answer session. I would now like to 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 third quarter results, demonstrating the power of our complementary businesses and our ability to execute in dynamic market conditions. The Title segment continues to deliver industry-leading margins in a low transactional environment and is capitalizing on stronger commercial activity. F&G is executing on its strategy that's focused on balancing continued growth in the spread-based annuity business alongside the fee-based flow reinsurance, middle-market life insurance and owned distribution strategies as they continue to deliver long-term shareholder value. We appreciate your interest in FNF and look forward to updating you on our fourth quarter earnings call.