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Executives

Craig Barberio Director of Investor Relations

Park Kennedy - Chairman & CEO

Anand Nallathambi - President & CEO, First American Information Solutions Group

Dennis Gilmore - CEO, Financial Services Group

Buddy Piszel - CFO

Analysts

Carter Malloy - Stephens

Jason Deleeuw - Piper Jaffray

Brett Huff – Stephens

Farhad Nanji - Highfields Capital

Nat Otis - KBW

Mark DeVries - Barclays Capital

Jason Deleeuw - Piper Jaffray

First American Corp. (FAF) Q1 2010 Earnings Call Transcript April 29, 2010 11:00 AM ET

Operator

Welcome and thank you all for holding. All lines are listen-only mode today until the Q&A session. Copies of today's discussion materials are available on First American's website at www.firstam.com/investor. Please note that the call is being recorded and will be available for replay from the company's investor website and for a short time, by calling 402-998-0109.

We will now turn the call over to Craig Barberio., Director of Investor Relations to make an introductory statement.

Craig Barberio

Good morning everyone and thank you for joining us for our first quarter and 2010 earnings conference call. At this time, we would like to remind listeners that management's commentary and responses to your questions may contain forward-looking statements such as those described on page two of the accompanying slides and other statements that do not relate strictly to historical or current facts. The forward-looking statements speak only as of the date they are made and the company does not undertake to update forward-looking statements that reflect circumstances or events that occur after the date the forward looking statements are made.

Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward looking statements are described on slide two. As indicated on slide three, management's commentary and responses to your questions also contain certain financial measures that are not presented in accordance with general accepted accounting principles.

The company does not intend for these non-GAAP financial measures be a substitute for any GAAP financial information. In the slide presentation these non-GAAP financial measures has been presented with and reconciled to the most directly comparable GAAP financial measures. Investors should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures.

Joining us on today’s call will be our Chairman and Chief Executive Officer, Park Kennedy, also joining us on the call are Anand Nallathambi, President and Chief Executive Officer of First American Information Solutions Group; Dennis Gilmore, Chief Executive Officer of the company's Financial Services Group and Buddy Piszel, First American’s Chief Financial Officer.

During the call, we will be referring to a slide presentation which is currently available on First American's website at firstam.com/investor. I will now turn the call over to Park Kennedy.

Park Kennedy

Thank you Craig I would like to welcome everyone to First American’s first quarter earnings call for 2010. Turning to page four of the earnings presentation you will find a summary of our consolidated earnings for the quarter. First American delivered earnings per diluted share of $0.28 for the first quarter compared with $0.38 in the first quarter of 2009.

Our financial results reflect the expected seasonality for the first quarter. Importantly, the quarter started out slowly where business was strongest in March. Despite the difficult industry conditions and the financial services business we increase pre-tax income and margins in both the title and especially insurance segment compared with the first quarter 2009.

Our pre-tax margin in the title segment of 3.4% was the highest first quarter margin since 2007. In the Information Solutions business the results were adversely impacted by the slow down in mortgage originations and general economic weakness. Revenue and pre-tax income were down compared with first quarter of 2009 when our results benefited from a surge in mortgage re-financing.

Earlier this week, we announced that the Information Solutions Group has selected CoreLogic Inc. as its new cooperate name upon completion of the spin-off. The name reflects the brand positioning of the company as the premier provider of data and analytic solutions to a wide range of industries.

We will be launching a media campaign next week to introduce the brand to our key constituents in the market place. We continue to focus on the remaining steps necessary to accomplish this spin-off.

In March, we completed the agreement to acquire the remaining 18% non-controlling interest in our First American CoreLogics business. Half for cash which is already closed in the other the CoreLogic stock that will completed after the spin-off. This month we also exercise our option to buy and experience remaining joint venture interest. Both of these transactions will provide CoreLogic with increased financial and operational flexibility as a stand-alone public company.

Later on in the call Buddy will update you on our progress on the regulatory front and review key points of our recently completed credit facilities and other financing efforts. As these key milestones indicate the spin-off is rapidly approaching and we are on track for June 1 target date. Today, more than ever I remained very exited about the prospects for both businesses as they become independent public company and I look forward to my new role as executive chairman of both companies. Now I would like to introduce Anand Nallathambi, Chief Executive Officer of the Information Solutions Group.

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Thank you Park good morning everyone continued global economic weakness lower volumes of US mortgage originations and high unemployment levels adversely impacted our financial results in the first quarter of 2010. This pressure was partially offset by improved financial results in our default technology group. In spite of stiff economic headwinds that remain in place today. We did experience the strengthening in our real estate and employment related businesses during the latter part of the quarter.

For the quarter the Information Solutions Group had adjusted revenues of $467 million compared to adjusted revenues of $512 million in the first quarter of 2009. First quarter 2010 adjusted EBITDA totaled $90.7 million at a margin of 90.4% down from $123.8 million and 24.2% a year earlier. Lower level of origination transactions, low demand for lead generation and litigation support had a negative impact on our financials.

Revenue declined in current quarter associated with our flood certification business. Data and analytics businesses and equity and earnings from National Joint Ventures contributed significantly to the prime period decline in EBITDA. Also contributing to the decline in EBITDA was a cost of increased staffing needs in our tax service business.

Lastly, the cost of adding a significant number of new products and refining others negatively impacted our EBITDA in the first quarter as we expense the majority of these items rather than capitalizing them. We expect that the volumes grow in these businesses EBITDA and margins should recover nicely as most of the costs have been born upfront.

The first quarter has many positive highlights from the product development perspective. We emphasize the culture of new product innovation focused on leveraging the full strength of our data and technology assets and generate unique time solutions. In property data solutions we are developing [wealth cap] matrix, an exciting solutions suite that combines information gathered from property reports, local real estate trends, consumer credit reports and applied behavioral analytics that provides lenders with a real-time view of the borrowers debt servicing behavior, his or her property value trends in context with the local real estate market. This service could be used at a portfolio level or at the long level to determine the most effective long treatment strategy.

In the NDS analytics area, we delivered a new compliance and securities due diligence product. By integrating and data tagging our property database public records and non agency securities data base, we offer our clients a unique way to assess the compliance characteristics of the collateral underlying mortgage-backed securities. This product has been well received by several federal home loan banks.

In our Valuations business, we launched Appraisal 2.0. a new solution suite that brings expanded transparency to the real estate valuation process with enhanced documentation and audit trials.

During the first quarter, we closed on new sales commitment representing over $55 million in estimated annual revenue, the majority of which came from default related products. Building on that our sales pipeline remains very strong across multiple product lines with annualized revenue potential more than double the level of commitments that we closed in the first quarter. From an augmentational perspective, we have all but completed our preparations to be a stand-alone public company.

Beginning next week, we will launch the new brand identity of CoreLogic a name which conveys our future aspirations. Client reactions to new brand name have been great. We will have additional color on our brand and future business strategy at our Investor Day on May 11.

Looking ahead our read of economic indicators and market reported continue to suggest that 2010 will be the transition year in the mortgage market and broader economy. As the economic pressures ease, we believe that we can contract wins, customer interests in new analytic product and our strong market positions will allow us to resume growth. We are exited to begin our new voyage as a stand-alone public company and we offer best wishes to our First American colleague following the slip.

With that I would like to turn it over to Dennis to discuss the first quarter results for the Financial Services Group.

Dennis Gilmore

Thank you Anand, first quarter pre-tax income for the Title Insurance segment was $29 million resulting in a 3.4 pre-tax margin. Given the current market conditions, we view the first quarter financial results favorably since we feel they reflect to continue an implementation of our strategies that simplify the organization and drive efficiencies throughout the company.

In the first quarter, we close an average 4700 direct orders per day. A 22% decline relative to the first quarter of 2009, this decline reflects a return to our typical seasonal first quarter trend as well as closing delays caused by the implementation of the new RESPA regulations.

The decline in closed orders, partially offset by increase in our average revenue per order, up 1435 up 15% relative to the first quarter of 2009 due to a change in the mix of business. Overall our direct revenues were 10% in the quarter compared to the prior year. Revenues from our agent channel were up 26% compared to the first quarter of 2009. Our salaries and other personnel cost in the Title Insurance segment were down 6% compared to the prior year, due to a 7% reduction in US headcount.

Our other operating cost declined 15% from the prior year primarily due to lower production costs, lower occupancy cost and other cost containment measures.

The loss provision for the Title Insurance segment declined to 5.4% for the current 2010 policy year. This quarter also reflects the favorable 3 million loss reserve adjustment for prior quality year.

Total revenues in our commercial division was $50 million, up 18% from the first quarter of 2009. And we are cautiously optimistic that the commercial market is beginning to see improved transaction volumes driven primarily by an increase in loan modification and workouts.

Total revenues in our international vision were $72 million up 25% compared to the first quarter of last year. The division experienced a strong quarter across all regions particular in our largest market Canada. Total revenues that are specially insurance segment were $69 million down 2% from the first quarter of 2009. Our pre-tax margins increased to 14% compared to 12% in the prior year on lower loss provisioning and our home warranty business and ongoing cost reduction expenses.

As we previously disclosed in March, Banc of America followed a lawsuit in connection with claims they made an un-insurance product, we issued in connection HELOC loans. Our answer filed in April details our response, we’ve also brought [five serve solutions] which issued these policies to Bank of America into the lawsuit.

For legal reasons and giving our policy regarding commenting on pending litigation, I will not be able to provide further information. But in summary I will say that we value our relationship with Banc of America, both as a customer and one with the largest vendors in our new credit facility.

Looking forward, we encouraged by signs of stabilization in the real-estate market. This includes increased activity in our commercial and international division and a relatively stable over count during the quarter. As the market conditions continue to improve we are seeing some slight moderation in our level of activity in our default title business.

Overall, we are optimistic about our business going into the second quarter. This should be last our last quarterly earnings call as the first American Corporation. We are ready and confident that, as a stand-alone company, we will continue execute on our strategies and improve our financial performance and returns to our share holder. We wish CoreLogic well and look forward to working with them on future opportunities.

I would now like to introduce Buddy Piszel our Chief Financial Officer.

Buddy Piszel

Thanks Dennis and good morning everyone. We had a few adjustment items this quarter that on a consolidated basis netted to $5 million in additional expense were about $0.03 per share. Spin-related costs primarily related to professional services were about $13 million in the first quarter.

Going the other way, on the title side, we had $6 million of investment gains and favorable loss development and on the InfoCo side we had about $2 million of net positives primarily related to the CoreLogic volume. Cash at the holding company ended the quarter at $138 million, $76 million of that was for FinCo and $62 million for InfoCo. FinCo was the head of our $30 million spin target and InfoCo is also ahead of its $100 million as target did contemplate to $72 million, we spent to initiative CoreLogic volume.

On leverage front debt-to-total Cap, came in at a conservative 19.5% projected statutory surplus remains very strong at north of $800 million. And as a result we continue to operate at the lowest premium leverage ratio in the industry. So at the end of our last quarterly report ahead of the spin, cash and capitals levels are great.

So now let me move to the spin and provide you with an update of our progress as we near the finish line. First the brand launch. As you saw in our press release yesterday InfoCo has selected CoreLogic as its brand name. And we will trade under the New York Stock Exchange ticker symbol CLGX. We completed our credit facilities. InfoCo closed on a $500 million facility of which $140 million will be drawn expense. And FinCo has commitments on $400 million facility of which of $200 will be drawn at spin.

Both programs received a lot of support in the market place and gives both companies the flexibility to operate and grow their business. InfoCo has also closed on a $350 million term loan and launched a tender on a $350 million of First American public debt.

At this point, the $100 million of 2012 bonds are 64% tendered a $150 million of 2014 bonds are essentially 100% tendering and the $100 million of 2028 bonds are 24% tendered. The programs still remain open. We are very pleased with the level of success we’ve achieved as this action we’ll reduce our ongoing debt costs.

Next, we will be filing our third amendment to our Form-10 with the SEC in the next day or two and all significant items are essentially complete. On the IRS private letter ruling, things are progressing well and we anticipate approval in advance of our spin-date.

Lastly, while the regulatory approval process is also in good shape there are a couple approvals that are still open. So, overall, we are near the finish line on all key mile-stones and the company is both organizationally and operationally are ready to split. The next time we see you we will be at our investor day event in the New York City at the New York Palace hotel on May 11.

CoreLogic will have the morning and First American financial will take the afternoon. We are working hard to be clear and crisp and convey to you the excitement and enthusiasm we have for both companies. So I’ll see you in two weeks. And with that lets open up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question today comes from Carter Malloy your line is open and please state your company name sir.

Carter Malloy - Stephens

Carter Malloy with Stephens thanks for taking my questions. First off, just trying to get a clean picture of EBITDA pro forma for InfoCo, since you are looking at the EBITDA less the corporate expense and then adding back the FARES and CoreLogic, since as they are both going to be a part of your business. As well as any other spin costs that maybe need to adjust out.

Buddy Piszel

Carter the way you think about it if you look at 2009 EBITDA for the year, it was $456 million and that does not include a level of corporate expenses that we will have and going forward which I think we estimated around $26 million incrementally. So view pro forma 2009 you come up with about $430 million and given sort of where 2010 has started out, that’s going to be a tough challenge year-over-year. But I think we are comfortable saying that for 2010 will be north of $400 million so somewhere between 400 and 430 you know as a stand alone public company for the first year.

Carter Malloy - Stephens

And, what was that number in the first quarter, though? I have a tough time reconciling from the $90 million to get up to north of $100 million.

Buddy Piszel

Reconciling from the 90 million. Well typically the first quarter is going to be our slow quarter. Right from the seasonality standpoint you would expect a build in the second quarter and the third quarter and then probably a small re-treatment at fourth quarter.

Carter Malloy - Stephens

But I'm trying to just get a look with, since your pro forma for FARES and CoreLogic being in there and then taking out the corporate expense, which…

Buddy Piszel

From an EBITDA stand point everything’s there. Right, cause EBITDA does not a have deduct from minority interest. So the EBITDA number we give you is before any minority interest reduction.

Carter Malloy - Stephens

And that's fully loaded with corporate expense as well?

Buddy Piszel

No. The corporate expenses will start. So the $26 million will start to layer in after we get to the spin. So for the last seven months of the year, the corporate expense of the incremental $26 million will be in there.

Carter Malloy - Stephens

Okay, and also on the data and analytics side of the house. I'm just curious what the weakness was in the other line there, if that was the total driver for large pre-tax margin being down so much.

Buddy Piszel

When you say the other line?

Carter Malloy - Stephens

Yeah, you guys break it apart, property, data, other real estate and then just other. I'm just curious, actually, what all is inside of other, and then why that was down $5 million sequentially.

Buddy Piszel

The revenues on that are down. Well looking at it on page 17, the slides are down about $3 million. That’s essentially the same story about the origination volumes. No different story than the story on the data and analytics line.

Carter Malloy - Stephens

And is it just because of the high fixed cost in that business that the margins went, pre-tax went 12.6 down to 7.5?

Buddy Piszel

Yeah I mean generally for all of this, the drop in revenue is essentially dropping right from the bottom line. There is not a lot of variable costs that are in these data and analytics segment to be able to react to revenue decline. And you see historically if you look at the trends, the change in the pre-tax, generally follows the change in the revenues.

Operator

Our next question comes from Jason Deleeuw your line is open and please state your company name sir.

Jason Deleeuw - Piper Jaffray

Honing in here on the title business, the agent channel has grown significantly as a mix of your overall title revenue. It has gone from 38% in first quarter last year, now it's 46% of total title revenue. So I'm just trying to understand why this has grown so much. And you guys must be taking market share there, in that channel. Who do you think you're taking that market share from?

Dennis Gilmore

Yeah this is Dennis I will give a quick answer. You got a couple of factors happening here. First we see some lag from our remains is from the fourth quarter, so we have boost there. And also to your point this is the first quarter actually. For two years, we have net increase in our total agents. We added a few strategic agents across the country as part of our growth strategy both in direct and in our agency channel to focus on strategic profitable market share as we continue to drive efficiently.

So that will more color on that and some of our strategies as we go into to investor day but. Clearly, we think we are picking up some very strategic focus market share.

Jason Deleeuw - Piper Jaffray

Can you give us a little bit of sense for the margin profile in that agent business relative to direct? And then, also, I know historically agent has been that the title claim losses have tended to be worse in that channel. Can you speak to that, relative to direct also?

Dennis Gilmore

Sure, we are very focused on this channel and as you can see it in our agency retention. We think that needs to stay right around the 8020 or better or this probably will turn into on profitable market share. We are very focused in that sector right there. We are also just focused on the overall return on capital in all our agents. And so we just monitored very, very closely.

Jason Deleeuw - Piper Jaffray

Okay and then just on the provision, what do you think is a good provisioning rate going forward? I think you guys had said 5.5% before. It was a little bit better this quarter. What should we be looking for?

Dennis Gilmore

Sure we gave a little guidance I think in fourth quarter between 5 and 5.5 and for 2010 we are coming in right it 5.4. And we’ve seen strong healthy development in both year 2009 and ‘10. So I think that’s a good number and I think those will continue to be very strong books of business for us.

Buddy Piszel

And Jason if you think about it we started booking 2009 at 6.5 mid-way through the year we brought it down to 6, based on the favorable development in 2009 to 5.4, and we are booking the early period of 2010 at the same rate. If 2009 continues to develop as we think it will. You know we will be moving more towards 5 and in the longer run you can get below that.

Jason Deleeuw - Piper Jaffray

Thanks that’s very helpful. And then my last question here is on the margins. Obviously, a very solid first-quarter pre-tax margin, given what we saw with the volumes, we would expect that that's probably going to go high over the coming quarters as the volumes from the revenue improves. What do you think is an attainable pre-tax margin for this year? What you guys are seeing in the business right now, the costs you've taken out? What do you think is achievable for the full year?

Dennis Gilmore

Sure I am not give you a number or guidance on this we will give you little bit more detail in our overall thoughts regarding our performance margin at our Investor Day, but just kind of high level. We are pretty happy with where we ended the quarter with volumes and our cost, our drive for efficiency in the business.

And I think we have good strong momentum going into second quarter. We are seeing some positive trends in the market right now; we are seeing an increase in our re-sale business. You’ve seen an increase in our average fee per order. We think that will grow another 5% or so in the second quarter.

So as we look at the year right now I think both the second and third quarter has good momentum for the current market conditions we are in. And it will probably act a little more like a normal seasonal quarter for us.

Jason Deleeuw - Piper Jaffray

It is a high-single digits pre-tax margin out of the question for the next couple of quarters, or do you feel it's attainable?

Dennis Gilmore

Again I am not going to give you an exact number. I will say it again though I think our strengths coming out at the first quarter. And I am optimistic on our momentum going into the second quarter.

Jason Deleeuw - Piper Jaffray

Okay thank you very much.

Operator

Our next question comes from Brett Huff your line is open and please state your company name sir.

Brett Huff – Stephens

Good morning, Brett Huff from Stephens; thanks for taking my questions. Dennis, I'm going to start, ask most of my questions. First of all, congrats on a nice quarter I know it's always a tough one. Just to clarify on the fee per file, are you saying the 5% increase would be sequential, was it 14.35%, up to something north of 1500?

Dennis Gilmore

Yes, we had a good balance off at the first quarter of ‘09 and I think that will continue, a little moderated probably in the 5% range going into the second quarter also. We think our closing ratios that ended in the first quarter in the mid-70, 70% range or move more to the higher 70%, higher 70’s.

Brett Huff – Stephens

For 2Q

Dennis Gilmore

Yeah for Q2.

Brett Huff – Stephens

That's helpful. In terms of the cost savings that you guys had, can you characterize the mix between FTEs and more structural things? I know you have been working a lot on both. Any color there?

Dennis Gilmore

No, we will give a little more detail on that issue at the upcoming Investor Day. But we've just been following a pretty straight forward strategy as we look to simplify this business standardize it and centralized share services across the organization and then just drive efficiencies. So I think many of cost savings are structural in nature. I think our real challenge for the business as we look forward to any business for us included will be as the market conditions improve and as we have revenue can we keep our cost structures running at deficiency level we are now. And that’s on ‘10 and that is our objective as we look forward.

Brett Huff – Stephens

Okay, and then, lastly, I just like your thoughts on, it seems like reifies through the quarter, Jan, Feb to March really dropped off meaningfully, which implies that the purchase sort of picked up the slack. Did you see that same phenomenon? And what gives you the confidence that purchase will remain pretty good as we go into 2Q, even though the tax credit is falling off, there's a couple of things going on? Just give us some more of your thoughts on that, if you could.

Dennis Gilmore

Sure re-finances after first quarter are down 40% of first quarter of ’09. So clearly we’ve seen a reduction there and I think that will kind of be systemic for the rest of the year. It will probably run anywhere and in ranges we are right now in the first quarter of re-finance volumes are a mix. Our purchase order as we entered in the first quarter and we going into April, our purchase orders are continuing to increase March over April for up another 5% on purchase order and typically that will always have a better fee profile.

So again what we are starting to see this year is a return to normal seasonal patterns in the business. We've seen an uptick in the mid-quarter selling cycle. And with regards to the earnings of the tax credit I think that’s probably helped the business and remember on that credit they have to close their transaction by the end of June. So we probably have seen some benefits from credit through the second quarter.

Brett Huff – Stephens

Great thank you for your time.

Dennis Gilmore

Thank you.

Operator

(Operator Instructions) Our next question today comes from Farhad Nanji your line is open.

Farhad Nanji - Highfields Capital

I’ve got two questions for you guys today. First for the title business, in a flat revenue environment you guys have publicly talked a 10% annual pre-tax margin target and in the information business you guys have talked about achieving mid-to-high single digit revenue growth as well as EBITDA margin growth. My first question is you guys don’t think that those are reasonable targets or the medium term.

Dennis Gilmore

Over the next 24 months if we continue to operate in this type of a margin environment. I do think it’s achievable to get to that 8% to 10% margin but it will depend ultimately on a mix and how the market plays out. Regardless to the market though Farhad, we are going to continue to drive efficiencies hard across the business. And we are going to talk about that in greater detail at our upcoming investor day. That coupled with, we’ve laid out a strategy over the last quarter or so, which we’ll more about, give more detail as we move forward. They were focused on market share growth and strategic markets both direct and agencies, where we think we can attract markets profitable to us that will both under-represented and ultimately a profitable share for us so. I do think it’s achievable it will be very difficult on the current market condition. But we are committed to move in, in that direction.

Anand Nallathambi

Bob this is Anand just to address the Information Solutions businesses. Our growth rate, that you talked about, are the ones that we target towards. With this origination market a few things happened and I wanted to take some time to explain that. With the lower level of originations transactions obviously our origination related services like credits, flood and appraisals. These are good, good businesses highly scalable. When those transactions go away it really impacts the margins that we get because the incremental margins just go away.

The market contraction what we have noticed also is when with the lower number of transactions. The market contraction has impacted a number of real estate professionals who’ve been using a lot of the chronologic businesses. And that’s been a loss about greater than 10% of the people that we sell to. And that is also, its activated by the shift away from re-finance to purchase market. So when you put it all together with the resulting mix even though we do have a lot growth in the default-oriented businesses with an appraisal and lost mitigation services. Those businesses don’t come in at and the margins that we have lost from the origination services because the incremental margins of those scaleable businesses are higher.

The excitement that we still maintained towards the market, it looks like the latter part of the quarter, we definitely felt strengthening. And in the last couple of weeks, even though the application index was down about 15% to 17% odd numbers are only down about 4% on in credit. And then obviously you will see a lag of it in flood and appraisals.

Our pipeline like I mentioned, it looks like its pretty strong and it’s across the board with major market makers and also with the regional people out there. So the reaction that we have received from the new products and services would they have pipeline that looks good. Still have this feeling like after recovery comes in we are going to have a better than off their shares or business and improvement in margins.

Farhad Nanji - Highfields Capital

So in that case, if those are really the medium-term targets, then I think you'd agree with me that the current share price doesn't reflect the potential value of these businesses that we own, which leads me to my second question. Park, you've acknowledged in the past that the Board has done a poor job of holding management accountable for poor operating performance.

And as we've told you, we were surprised that on the eve of the spin-off, instead of replacing legacy board members, many of whom have been on the board between 20 and 50 years, you are instead asking shareholders to extend the term of all of these legacy directors. And we are even more surprised to see that, for the second time in four months, you are asking shareholders to give up cumulative votings, which would mean that next month is the last election where shareholders have a meaningful chance to propose and elect their own nominees at the meeting.

So my question is, with no changes planned to the legacy longtime directors and you planning to be Executive Chairman of both companies after the spin, how can shareholders be assured that management is going to be held accountable for achieving the targets you guys just publicly committed to?

Park Kennedy

Farhad thanks for your question. That was a long question. There were lot statements in the question. And I don’t agree with all the statements. But I will tell you this we got a number of board members who have been on the board for a long time. My feeling is that they bring a lot to the board and that they are high quality board members.

Over time, over the next year or so we will add additional board members that bring new ideas and thoughts to the business and edging all we in recent years added five new board members to our board and they have brought new ideas and they are quality individuals, good people to have on the board. And collectively those new board members and our older board members I think have done an excellent job of holding everybody accountable and will continue to do so.

Now we have recently requested of our shareholders to reincorporate our company into Delaware. Delaware is a state where the rules are clearer, the law that relates the corporations is better established in California. And there are a number of rules that are beneficial, two corporations and protect corporations from foreign incidents, early bids that maybe low for a company. And it also helps us because of the certainty of the law to move into Delaware to make it easier to recruit those new board members that ultimately we would recruit.

So, yes we did try earlier to switch to Delaware and it was not successful but that was a different set of rules that we are requesting that the shareholders adopt. We have changed our request and I think in significant ways, I think definitely our new request is on balance, very good for the shareholders, all shareholders and so I’m comfortable with what we have asked our shareholders to do.

Operator

Our next question today comes from Nat Otis. Your line is open and please state your company name.

Nat Otis - KBW

Couple of questions here, I guess the first one for Anand. Can you just remind me, is there anything that Experian can do with respect to the purchase option between now and the end of the year? Do they have any steps that they can take if they wanted to keep the JV?

Anand Nallathambi

I don’t think so. And I think this was something that was discussed with them, they are our partner and they are a big data supplier for us. And we have always had very cordial relationships with them. So this where I am locked up.

Buddy Piszel

Nat, essentially we are at this point on autopilot we can, it’s anticipated that this will just be a settle up at the end of the year, their rights have fallen away under the existing JV which is important because that allows us to move the businesses around as we see that.

Nat Otis - KBW

All right great. Second question on and again just from the risk mitigation and business solutions business, can you give a little bit, any color on the hiring trends you are seeing in the market?

Anand Nallathambi

Yes, in the U.S. the unemployment levels are still pretty high. And what we have seen is definitely over the last quarter and maybe even starting late in the fourth quarter Asia Pac was starting to come back. And we have seen that and that is starting to show up in our numbers. We are late in the first quarter, we have also seen some opening in the EMEA area, Europe and Middle East and Africa region where we have seen some contracts come up and we have had our fair share of successes with those. So it seems to me that the highly trend internationally starting to pickup which gives me some sense of comfort that we should start to see it here.

Nat Otis - KBW

But from a US standpoint, nothing in any way just…

Anand Nallathambi

Nothing in any material way.

Nat Otis - KBW

Okay, fair enough. And then just last question for Dennis, just going back on that reserve, you had the $2.8 million reserve positive on prior years. What were the prior years that are performing better?

Dennis Gilmore

It principally 2009 Nat.

Nat Otis - KBW

So, it’s the recent vintages.

Dennis Gilmore

Yes, which is good notes for us because that’s trending well, and that should in order to 2010 which is only as good or better business.

Nat Otis - KBW

Okay, great. And, any color, are you seeing any deterioration in commercial losses in any way?

Dennis Gilmore

At this point no. the markets performing pretty much like we thought I would, we are encouraged on the other side of the equation and that we are seeing some uptick in their activity volumes right now. They had a very strong first quarter and I think we have got good momentum going into the second quarter. Now most of the transactions are work out related that still we are seeing transaction volumes increase.

Operator

Our next question is from Mark DeVries. Your line is open and please state your company name sir.

Mark DeVries - Barclays Capital

Yes thanks, Barclays Capital. First question Anand, you commented earlier that, I guess in the latter part of March, you saw an uptick in your businesses, the real estate and employment related businesses. Can you just give us a little color on how significant that was? Was it big enough to get you comfortable with the lower end of Buddy's EBITDA projection of $400 million, or does it give you optimism that the higher end, closer to 430 is realistic?

Anand Nallathambi

I would say at this point since one month and a couple of weeks don’t make a trend. I would say I’m uncomfortable with the low end of Buddy’s range but we are working very hard. And if some of these new products and stuff that we are rolling out, its big we could see improvement there.

Mark DeVries - Barclays Capital

Okay. And just one another question for Buddy. Could you just remind us, with all of the minority interest buy-ins that you guys have announced, when those are all completed, what minority interest will remain in your different segments, and what percentage does it represent?

Buddy Piszel

I think essentially we have cleaned everything up, I mean, for all three segments between the Experian volume, the CoreLogic volume and the FADV public share buy-ins, there we’ll be de minimis minority interest in the company which is a really good thing because most of this is getting done for cash, there will be a little bit for stock related to CoreLogic it really cleans up the organizational structure and it lets the share holder participate in all of those profits in an accretive way. So it helps us run the business and I think net is accretive for shareholders.

Mark DeVries - Barclays Capital

Okay. And you still have some small minority interest in the Title and Specialty segments as well?

Buddy Piszel

Yes, but its really small. And then if you look at the numbers, a fraction.

Mark DeVries - Barclays Capital

Okay.

Buddy Piszel

And then it will keep us from running the company the way we want to run the company.

Operator

Our final question comes from Jason Deleeuw. Your line is open, and please state your company name, sir.

Jason Deleeuw - Piper Jaffray

Piper Jaffray. Thanks again, just looking for the April title volumes, average per day that you guys have seen so far for the first couple of weeks. I think you guys usually give us that number.

Dennis Gilmor

Yes, sure. I’ll just give you a little bit of insight on the quarter, we started out the month January at 5800 orders per day, we are going to 66 in February and March. We are back down in the 63, 64 from a open orders per day for April mix changing, again refinances dropping purchases increasing slightly.

Jason Deleeuw - Piper Jaffray

The book value for title, what is it at the end of this quarter, or do we have to wait for the filings? And what do you think it will be? It change at all when we spin on June 1?

Buddy Piszel

No, I think in a bit, there will be a modest change for the profits but I think will be in a zone of $1.9 billion consistent with the performance that we put out there.

Jason Deleeuw - Piper Jaffray

Great. I missed it when you guys were talking about [strand type] but the cash level that's available at CoreLogic What's that level going to be at when you guys spin on June 1, after all these minority interest purchase buyouts and things?

Buddy Piszel

Performance had cash close to the $500 million, we are actually just rerunning all of the expectations. The pro forma’s read out something so they read out the $30 million of cash we have to give to SpinCo. So, if you think about it is probably closer to 450 and we should be somewhere in that zone by the time of the spin. Not all of that will be at the holding companies, some of it will be downstream.

Jason Deleeuw - Piper Jaffray

Okay, of that, how much would you consider like cash that's available for use so you don't need to run the business?

Buddy Piszel

We are actually going to cover that on Investor Day because its not just the cash on the business, we are going to go out with very little leveraging of below 1.5 times EBITDA. So the dry powder available for the company of cash on balance sheet and available leverage is very high and I think it’s one of the drivers of growth opportunities for the company. And we’ll cover that extensively I have invested it.

Jason Deleeuw - Piper Jaffray

Okay. And then just lastly, can you remind me the targeted debt-to-capital ratio that you guys are going to have for the title business? Is it 15%, I believe? Is that what you guys are targeting?

Buddy Piszel

Well it’s going to start out extremely low. We read out to be the investment grade we could be up to 25%, now we have not been running at that level. But I think that will be a decision that Dennis and his team will make once they see what opportunities there are in the market place or whether when they are leverage. But I think we are comfortably going to be higher from where we’ll go out, we’ll go out I think in something line 15.

And that gives us a lot of headroom should Dennis and his team want to do anything to lever up the company but the feedback we’ve got from the rating agencies is south of 30, 25 is completely fine with our investment grade aspirations.

Operator

That’s all the time we have for questions today. That concludes this morning’s call. We’d like to remind listeners that today’s call will be available for replay on the company's website or by dialing 402-998-0109. Copies of the press release announcing First American's financial results and the accompanying slide presentation are also available on First American's website at www.firstam.com/investor.

The company would like to thank you for your participation. This concludes today's conference call. You may now disconnect.

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Source: First American Corp. Q1 2010 Earnings Call Transcript
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