Table of Contents

Delaware		6361		16-1725106
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Robert S. Rachofsky LeBoeuf, Lamb, Greene & MacRae LLP 125 West 55th Street New York, NY 10019-5389 (212) 424-8000		Frank H. Golay, Jr. Sullivan & Cromwell LLP 1888 Century Park East, Suite 2100 Los Angeles, CA 90067-1725

---

Table of Contents

Aggregate
Principal
Amount				Description of Existing Notes		CUSIP No.				Description of New Notes
$	250,000,000			7.30% Fidelity National Financial notes due 2011			316326ac1			7.30% Fidelity National Title Group notes due 2011
$	250,000,000			5.25% Fidelity National Financial notes due 2013			316326ad9			5.25% Fidelity National Title Group notes due 2013

---

		Page
Incorporation of Certain Documents by Reference			ii
Prospectus and Consent Solicitation Summary			1
Risk Factors			12
The Exchange Offers			19
The Proposed Amendments			26
Forward-Looking Statements			28
Capitalization of FNT			29
Selected Historical Financial Information			30
Management’s Discussion and Analysis of Financial Condition and Results of Operations of FNT			36
Industry Background			54
Business			57
Management			72
Our Arrangements With FNF			87
Certain Relationships and Related Transactions			101
Description of our Notes			107
Description of Differences Between the FNT Notes and the FNF Notes			114
United States Federal Income Tax Considerations			117
Legal Matters			121
Experts			121
Index to Financial Statements			F-1
EXHIBIT 8.1
EXHIBIT 23.1

i

---

Table of Contents

	•	Annual Report on Form 10-K of Fidelity National Financial, Inc. for the year ended December 31, 2004;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended March 31, 2005;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended June 30, 2005;
	•	Quarterly Report on Form 10-Q of Fidelity National Financial, Inc. for the quarter ended September 30, 2005; and
	•	Current Reports on Forms 8-K of Fidelity National Financial, Inc. as filed with the SEC on January 31, 2005, February 3, 2005, March 14, 2005, March 15, 2005, April 11, 2005, May 17, 2005, July 6, 2005, August 1, 2005, August 25, 2005, September 20, 2005, October 21, 2005 and October 31, 2005.

ii

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

	We are a holding company that has no operations and depends on distributions from our subsidiaries for cash. Our holding company structure results in structural subordination and may affect our ability to make payments on our notes.

	The FNF notes will be structurally subordinated to our notes and FNF may have limited sources of cash flow, which could adversely affect their value.

12

---

Table of Contents

	If the exchange offers are not consummated, the debt ratings of the outstanding FNF notes may be downgraded to below investment grade.

	The proposed amendments to the indenture pursuant to which the FNF notes were issued will, if adopted, afford reduced protection to remaining holders of FNF notes.

	•	eliminate most of the restrictive covenants in the indenture;
	•	eliminate restrictions on the ability of FNF to consolidate, merge or sell all or substantially all of its assets; and
	•	eliminate certain events of default of FNF under the indenture.

13

---

Table of Contents

	The liquidity of the FNF notes that are not exchanged will be reduced.

	FNF’s management has articulated an ongoing strategy to seek growth through acquisitions in lines of business that will not necessarily be limited to its traditional areas of focus. Such acquisitions may affect FNF’s credit and ability to repay the FNF notes.

	A public market does not currently exist for our notes offered in the exchange offers, and a market may not develop or be sustained.

	If adverse changes in the levels of real estate activity occur, our revenues will decline.

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

14

---

Table of Contents

	Because we are dependent upon California for over twenty-two percent of our title insurance premiums, our business may be adversely affected by regulatory conditions in California.

	Our subsidiaries engage in insurance-related businesses and must comply with additional regulations. These regulations may impede, or impose burdensome conditions on, our rate increases or other actions that we might seek to increase the revenues of our subsidiaries.

	•	licensing requirements;
	•	trade and marketing practices;
	•	accounting and financing practices;
	•	capital and surplus requirements;
	•	the amount of dividends and other payments made by insurance subsidiaries;
	•	investment practices;
	•	rate schedules;
	•	deposits of securities for the benefit of policyholders;
	•	establishing reserves; and
	•	regulation of reinsurance.

	Regulatory investigations of the insurance industry may lead to fines, settlements, new regulation or legal uncertainty, which could negatively affect our results of operations.

15

---

Table of Contents

	State regulation of the rates we charge for title insurance could adversely affect our results of operations.

16

---

Table of Contents

	If the rating agencies further downgrade our company our results of operations and competitive position in the industry may suffer.

	•	the seventh highest rating of twenty-one ratings for S&P;
	•	the seventh highest rating of twenty-one ratings for Moody’s;
	•	the seventh highest rating of twenty-four ratings for Fitch;
	•	the fourth highest rating of fifteen ratings for A.M. Best; and
	•	the first and second highest ratings of five ratings for Demotech.

	We face competition in our title business from traditional title insurers and from new entrants with alternative products.

	Our historical financial information may not be representative of our results as a consolidated, stand-alone company and may not be a reliable indicator of our future results.

17

---

Table of Contents

	We will be controlled by FNF as long as it owns a majority of the voting power of our common stock, which could make it more difficult for us to raise capital.

	•	our business direction and policies, including the election and removal of our directors;
	•	mergers or other business combinations involving us;
	•	the acquisition or disposition of assets by us;
	•	our issuance of stock;
	•	our payment of dividends;
	•	our financing; and
	•	amendments to our certificate of incorporation and bylaws.

	We could have conflicts with entities remaining with FNF after the distribution, and the chairman of our board of directors is also both the chief executive officer and chairman of the board of directors of FNF and FIS.

18

---

Table of Contents

	•	our past and ongoing relationships with FNF and other entities of FNF, including tax matters, employee benefits, indemnification, and other matters;
	•	the quality and pricing of services that we have agreed to provide to entities remaining with FNF or that those entities have agreed to provide to us; and
	•	sales or distributions by FNF of all or part of its ownership interest in us.

	Provisions of our certificate of incorporation may prevent us from receiving the benefit of certain corporate opportunities.

19

---

Table of Contents

20

---

Table of Contents

	1)	In our reasonable judgment, (i) no action or event has occurred or been threatened in writing (including a default under an agreement, indenture or other instrument or obligation to which we or one of our affiliates is a party or by which it is bound), (ii) no action or proceeding is pending or has been threatened in writing before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person and (iii) no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, enforced or deemed applicable to the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments, by any court or governmental, regulatory or administrative agency, authority or tribunal, which in any case:

	•	challenges the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments or might prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments;
	•	in our reasonable judgment could materially affect our or our subsidiaries’ business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects, taken as a whole;
	•	would materially impair the ability of the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or the proposed amendments to result in the removal of the restrictions and other provisions under the FNF indenture as contemplated by the proposed amendments, the elimination of FNF’s direct obligations under any FNF notes acquired in the exchange offers or the avoidance of a downgrade in the debt ratings of FNF by Moody’s Investors Service; or
	•	might be material to holders of FNF notes in deciding whether to accept the exchange offers and give their consents;

	2)	None of the following has occurred:

	•	any general suspension of or limitation on trading in securities on any United States or European national securities exchange or in the over-the-counter market (whether or not mandatory);
	•	any material adverse change in the market values of the FNF notes;
	•	a material impairment in the general trading market for debt securities;
	•	a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory);
	•	a commencement or escalation of a war, armed hostilities, terrorist act or other national or international crisis relating to the United States, any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, or any material adverse change in United States securities or financial markets generally; or
	•	in the case of any of the foregoing existing at the time of the commencement of the exchange offers, a material acceleration or worsening thereof; and

	3)	The trustee of the FNF notes (as described in the FNF indenture) has executed and delivered a supplemental indenture relating to the proposed amendments and has not objected in any respect to, or taken any action that could in our reasonable judgment adversely affect, the consummation of any of the exchange offers, the exchange of FNF notes under the exchange offers, the consent solicitations or our ability to effect the proposed amendments, nor has the trustee of the FNF notes

21

---

Table of Contents

		taken any action that challenges the validity or effectiveness of the procedures used to solicit consents (including the form thereof) or in making the exchange offers, the exchange of the FNF notes under the exchange offers or the consent solicitations.

	a)	terminate the exchange offer and the consent solicitation with respect to that series of FNF notes and return all tendered FNF notes of that series to the holders thereof (whether or not we terminate the exchange offer and consent solicitations with respect to the other series of FNF notes);
	b)	modify, extend or otherwise amend the exchange offer and consent solicitation with respect to that series of FNF notes (whether or not we modify, extend or otherwise amend the exchange offer and consent solicitation with respect to the other series of FNF notes) and retain all tendered FNF notes of that series and consents until the expiration date, as extended, of such exchange offer and consent solicitation, subject, however, to the withdrawal rights of holders (See “— Withdrawal of Tenders and Revocation of Corresponding Consents”); or
	c)	waive the unsatisfied conditions with respect to such exchange offer and consent solicitation and accept all FNF notes of that series tendered and not previously withdrawn (whether or not we waive these conditions for the exchange offer and consent solicitation with respect to the other series of FNF notes).

	Tender of FNF Notes held through a Nominee

22

---

Table of Contents

	Tender of FNF Notes with DTC and Book-Entry Transfer

	•	electronically transmitting its acceptance of the exchange offer through DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer or
	•	completing and signing the Letter of Transmittal and Consent according to the instructions and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus and consent solicitation statement.

23

---

Table of Contents

	(i)	specify the name of the depositor having tendered the outstanding note to be withdrawn;
	(ii)	include a statement that the depositor is withdrawing its election to have the outstanding note exchanged, and identify the outstanding note to be withdrawn (including the principal amount of the outstanding note);
	(iii)	specify the name in which such outstanding note is registered, if different from that of the withdrawing holder; and

	(iv)	state that the consent to amend the indenture under which the note was issued is revoked.

24

---

Table of Contents

25

---

Table of Contents

26

---

Table of Contents

	•	Sections 7.1 (“Consolidation, Merger or Sale of Assets Permitted”) and 7.2 (“Successor Person Substituted for Company”), which limit FNF’s ability to enter into a merger, consolidation or asset sale;
	•	Section 9.4 (“Corporate Existence”) where FNF covenants to preserve its corporate existence and its rights and franchises;
	•	Section 9.5 (“Insurance”) where FNF covenants to maintain and cause its subsidiaries to maintain insurance covering risks associated with its businesses;
	•	Section 9.8 (“Limitation on Liens”), as amended by the officers’ certificate dated March 11, 2003 with respect to the 5.25% FNF notes due 2013 and by the officers’ certificate dated August 20, 2001 with respect to the 7.30% FNF notes due 2011, which limits FNF’s ability to incur debt or other obligations;
	•	Section 9.9 (“Books of Record and Account; Compliance with Law”) where FNF covenants to keep and cause its subsidiaries to keep books of record and account and comply with laws related to its businesses; and
	•	Section 9.10 (“Taxes”) where FNF covenants to pay and cause its subsidiaries to pay applicable taxes and governmental charges.

	•	a default under any debt of FNF or under any instrument under which such debt may be issued or secured, which results in such debt in an aggregate principal amount in excess of $20 million becoming due and payable prior to the date it otherwise would have, and such acceleration not having been cured or rescinded or such debt not having been paid within 10 days after notice to FNF as specified in the indenture; and
	•	a commencement by FNF of a voluntary case or proceeding under applicable bankruptcy law, its consent to the entry of an order for relief against it in an involuntary case or proceeding or to the commencement of any bankruptcy or insolvency case or proceeding against it, its consent to the appointment of a custodian of it or for all or substantially all of its property or its making a general assignment for the benefit of its creditors;
	•	an order or decree under any bankruptcy law that remains in effect for 60 days and that is for relief against FNF in an involuntary case, appoints a custodian of FNF or for all or substantially all of its property, orders the winding up or liquidation of FNF, adjudges FNF a bankrupt or insolvent or approves as properly filed a petition seeking reorganization of FNF; and
	•	any event of default specified in the notes of each series issued pursuant to the indenture.

27

---

Table of Contents

	•	adverse changes in real estate activity;
	•	regulatory conditions in California;
	•	regulation by state insurance authorities;
	•	regulatory investigations involving title insurance;
	•	rate regulation by state authorities;
	•	downgrades by our rating agencies;
	•	dependence upon our subsidiaries for dividend payments;
	•	competition from traditional title insurers and new entrants; and
	•	other factors described under “Risk Factors.”

28

---

Table of Contents

		As of September 30, 2005
		(In thousands)
Cash and cash equivalents		$	528,323
Total long-term debt		$	657,076
Stockholders’ equity			2,396,669
Total capitalization		$	3,053,745

	•	excludes shares of common stock granted as restricted stock under our omnibus incentive plan as of the completion of the distribution;
	•	excludes options to purchase shares of common stock granted under our omnibus incentive plan as of the completion of the distribution; the total number of such restricted shares and options granted in connection with the distribution was 2,984,000 shares, of which 485,000 shares of restricted stock were granted to our top five most highly paid executive officers and our directors; and
	•	excludes shares of common stock available for future issuance under our omnibus incentive plan. For a description of this plan and of the foregoing grants, see “Management — Omnibus Incentive Plan.”

29

---

Table of Contents

			Nine Months Ended
			September 30,								Year Ended December 31,
			2005(2)				2004(2)				2004(2)				2003(2)				2002				2001(1)(3)				2000(1)
			(In thousands, except per share data)
Statement of Earnings Data
Direct title insurance premium			$	1,643,574			$	1,491,375			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums				2,083,317				2,110,142				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums				3,726,891				3,601,517				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees				868,375				779,910				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow				4,595,266				4,381,427				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income				77,066				45,549				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net				25,505				17,595				22,948				101,839				584				946				4,605
Other income				31,481				34,307				43,528				52,689				55,927				50,476				27,434
Total revenue				4,729,318				4,478,878				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs				1,415,928				1,267,871				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses				699,844				640,290				849,554				817,597				633,193				558,263				457,476
Agent commissions				1,617,260				1,651,066				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization				73,207				69,100				95,718				79,077				53,042				100,225				88,033
Provision for claim losses				254,289				194,505				259,402				248,834				175,963				134,527				97,161
Interest expense(4)				5,393				3,086				3,885				4,582				8,586				15,695				15,460
Total expenses				4,065,921				3,825,918				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest				663,397				652,960				882,927				1,091,920				769,364				513,627				225,182
Income tax expense(4)				248,774				238,983				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest				414,623				413,977				559,329				684,184				492,394				307,662				128,129
Minority interest				1,992				809				1,165				859				624				—				—
Cumulative effect of accounting change				—				—				—				—				—				5,709				—
Net earnings(4)				412,631				413,168			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129
Per share amounts:
	Unaudited proforma net earnings per share — basic and diluted		$	2.38			$	2.38			$	3.22
	Unaudited proforma weighted average shares outstanding — basic and diluted(5)			173,520				173,520				172,951

30

---

Table of Contents

(1)	Effective January 1, 2002, we adopted SFAS No. 142 “Goodwill and Other Intangible Assets” and as a result, have ceased to amortize goodwill. Goodwill amortization in 2001 and 2000 was $33.2 million and $47.5 million, respectively.
(2)	Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, using the prospective method of adoption in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, and as a result recorded stock compensation expense of $3.4 million and $3.0 million for the years ended December 31, 2004 and 2003, respectively, and $5.4 million and $2.0 million for the nine months ended September 30, 2005 and 2004, respectively.
(3)	During 2001, we recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(4)	Assuming that (i) the issuance of $500 million principal amount of FNT notes in the exchange offers and the delivery of the FNF notes we receive in the exchange offers to FNF in full redemption of the mirror notes and (ii) the dividend in August 2005 of a $150 million principal amount promissory note to FNF by one of our insurance subsidiaries, had each occurred as of January 1, 2004, our pro forma interest expense, income tax expense and net earnings for the year ended December 31, 2004 would have been $38,576, $310,879 and $536,192, respectively, and for the nine months ended September 30, 2005 would have been $30,149, $239,490 and $393,887, respectively. The foregoing does not give effect to our refinancing of the $150 million principal amount intercompany note with proceeds of a borrowing under our new credit facility. See “Capitalization of FNT” for information with respect to our pro forma balance sheet as of September 30, 2005 giving effect to the foregoing items.
(5)	Unaudited proforma net earnings per share is calculated using the number of outstanding shares of FNF as of September 30, 2005 because upon completion of the distribution the number of our outstanding shares of common stock was equal to the number of FNF shares outstanding on the record date for the distribution.

		As of or for the Nine
		Months Ended
		September 30,								As of or for the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(In thousands)
Balance sheet data (at end of period)
Investments		$	3,344,811			$	2,973,806			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			528,323				359,149				268,414				395,857				433,379				491,709				214,398
Total assets			6,008,951				5,295,421				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			657,076				29,422				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			1,025,718				983,343				980,746				932,439				887,973				881,053				907,292
Minority interests			4,801				3,911				3,951				2,488				1,098				239				204
Equity			2,396,669				2,583,499				2,676,756				2,469,186				2,234,484				1,741,387				1,593,509
Other non-financial data: (unaudited) (in whole numbers)
Direct operations orders opened(1)			2,398,900				2,445,700				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			1,651,800				1,708,100				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,469			$	1,301			$	1,324			$	1,081			$	1,099			$	1,120			$	1,387

(1)	These measures are used by management to judge productivity and are a measure of transaction volume for our direct title businesses. An order is opened when we receive a customer order and is closed when the related real estate transaction closes, which typically takes 45-60 days from the opening of an order.

31

---

Table of Contents

					Nine Months Ended
					September 30,								Year Ended December 31,
					2005				2004				2004(1)				2003(2)				2002				2001(3)(4)				2000(5)
					(In thousands, except per share and other data)
Operating Data:
Revenue					$	7,237,056			$	6,200,935			$	8,296,002			$	7,715,215			$	5,082,640			$	3,874,107			$	2,741,994
	Expenses:
		Personnel costs				2,396,243				2,058,441				2,786,297				2,465,026				1,476,430				1,187,177				845,349
		Other operating expenses				1,586,345				1,394,214				1,967,350				1,699,797				1,019,992				829,433				624,087
		Agent commissions				1,558,547				1,584,579				2,028,926				1,823,241				1,521,573				1,098,328				884,498
		Provision for claim losses				333,320				230,689				282,124				263,409				179,292				134,724				97,322
		Goodwill amortization				—				—				—				—				—				54,155				35,003
		Interest expense				120,001				30,493				47,214				43,103				34,053				46,569				59,374
						5,994,456				5,298,416				7,111,911				6,294,576				4,231,340				3,350,386				2,545,633
	Earnings before income taxes, minority interest and cumulative effect of a change in accounting principle					1,242,600				902,519				1,184,091				1,420,639				851,300				523,721				196,361
	Income tax expense					354,577				333,932				438,114				539,843				306,468				209,488				86,624
	Earnings before minority interest and cumulative effect of a change in accounting principle					888,023				568,587				745,977				880,796				544,832				314,233				109,737
	Minority interest					39,081				2,491				5,015				18,976				13,115				3,048				1,422
	Earnings before cumulative effect of a change in accounting principle					848,942				566,096				740,962				861,820				531,717				311,185				108,315
	Cumulative effect of a change in accounting principle, net of income taxes					—				—				—				—				—				(5,709	)			—
			Net earnings		$	848,942			$	566,096			$	740,962			$	861,820			$	531,717			$	305,476			$	108,315

32

---

Table of Contents

			Nine Months Ended
			September 30,								Year Ended December 31,
			2005				2004				2004(1)				2003(2)				2002				2001(3)(4)				2000(5)
			(In thousands, except per share and other data)
	Basic earnings per share			4.92				3.33				4.33				5.81				4.05				2.36				1.11
	Weighted average shares outstanding, basic			172,686				170,187				171,014				148,275				131,135				129,316				97,863
	Diluted net earnings per share			4.79				3.23				4.21				5.63				3.91				2.29				1.07
	Weighted average shares outstanding, diluted			177,254				175,287				176,000				153,171				135,871				133,189				101,383
Balance Sheet Data:
	Investments(6)		$	4,336,688			$	3,388,108			$	3,346,276			$	2,689,817			$	2,565,815			$	1,823,512			$	1,685,331
	Cash and cash equivalents(7)			637,977				442,656				331,222				459,655				482,600				542,620				262,955
	Total assets			10,909,779				8,998,300				9,270,535				7,263,175				5,245,951				4,415,998				3,833,985
	Notes payable			3,114,003				995,391				1,370,556				659,186				493,458				565,690				791,430
	Reserve for claim losses			1,061,321				996,765				998,170				943,704				888,784				881,089				907,482
	Minority interests and preferred stock of subsidiary			185,243				19,373				18,874				14,835				131,797				47,166				5,592
Other Data:
	Orders opened by direct title operations			2,843,600				2,854,700				3,680,200				4,820,700				3,228,300				2,635,200				1,352,000
	Orders closed by direct title operations			1,891,100				2,019,700				2,636,300				3,694,000				2,290,300				1,700,600				971,000
	Provisions for claim losses to title insurance premiums			6.8	%			5.4	%			5.5	%			5.4	%			5.0	%			5.0	%			5.0	%
	Title related revenue(8):
	Percentage direct operations			44.1	%			41.4	%			54.8	%			59.7	%			55.3	%			59.0	%			52.8	%
	Percentage agency operations			55.9	%			58.6	%			45.2	%			40.3	%			44.7	%			41.0	%			47.2	%

(1)	FNF’s financial results for the year ended December 31, 2004 include the results of various entities acquired on various dates during 2004.
(2)	FNF’s financial results for the year ended December 31, 2003 include the results of Fidelity Information Services, Inc. for the period from April 1, 2003, the acquisition date, through December 31, 2003, and include the results of operations of various other entities acquired on various dates during 2003.
(3)	FNF’s financial results for the year ended December 31, 2001 include the results of the former operations of Vista Information Solutions, Inc. (“Vista”) for the period from August 1, 2001, the acquisition date, through December 31, 2001. In the fourth quarter of 2001, we recorded certain charges totaling $10.0 million, after applicable taxes, relating to the discontinuation of small-ticket lease origination at FNF Capital, an entity that was purchased in 1998 (formerly known as “Granite”), and the wholesale international long distance business at Micro General Corporation.
(4)	During 2001, FNF recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(5)	FNF’s financial results for the year ended December 31, 2000 include the operations of Chicago Title for the period from March 20, 2000, the merger date, through December 31, 2000. In the first quarter of 2000, we recorded certain charges totaling $13.4 million, after applicable taxes, relating to the revaluation of non-title assets and the write-off of obsolete software.
(6)	Investments as of December 31, 2004, 2003, 2002, 2001 and 2000 include securities pledged to secure trust deposits of $546.0 million, $448.1 million, $474.9 million, $319.1 million and $459.4 million, respectively.
(7)	Cash and cash equivalents as of December 31, 2004, 2003, 2002, 2001 and 2000 include cash pledged to secure trust deposits of $195.2 million, $231.1 million, $295.1 million, $367.9 million and $132.1 million, respectively.
(8)	Includes title insurance premiums and escrow and other title related fees.

33

---

Table of Contents

			Nine Months Ended
			September 30,								Year Ended December 31,
			2005				2004				2004				2003(1)				2002(1)
			(In thousands, except per share amounts)
Results of Operations:
	Revenues		$	821,255			$	757,664			$	1,039,506			$	921,734			$	906,791
	Operating expenses(2)(3)(4)			697,808				645,612				871,010				783,550				773,845
	Operating income			123,447				112,052				168,496				138,184				132,946
	Other income, net			1,412				599				1,207				2,339				1,119
	Interest expense(5)			(9,677	)			(9,388	)			(12,914	)			(7,950	)			(7,120	)
	Income from continuing operations before income taxes and cumulative effect of change in accounting principle			115,182				103,263				156,789				132,573				126,945
	Provision for income taxes			(45,969	)			(39,188	)			(59,111	)			(50,429	)			(50,231	)
	Income from continuing operations before cumulative effect of a change in accounting principle			69,213				64,075				97,678				82,144				76,714
	Income from discontinued operations, net of tax			24,796				4,133				5,934				3,897				2,926
	Income before cumulative effect of a change in accounting principle, net of tax			94,009				68,208				103,612				86,041				79,640
	Cumulative effect of a change in accounting principle, net of tax(6)			—				—				—				(1,335	)			—
	Net income		$	94,009			$	68,208			$	103,612			$	84,706			$	79,640
Other Operating Data:
	Depreciation and amortization		$	38,352			$	34,643			$	47,449			$	42,030			$	39,050
	Capital expenditures		$	42,883			$	28,482			$	40,908			$	43,747			$	48,961
Balance Sheet Data (at end of period):
	Total assets		$	934,094			$	863,620			$	922,209			$	785,356			$	702,141
	Long-term debt		$	225,864			$	287,165			$	273,968			$	222,399			$	214,200
	Total shareholders’ equity		$	421,947			$	249,711			$	307,287			$	266,751			$	202,392

(1)

Certegy’s financial results for the years ended December 31, 2003 and 2002 include other charges of $12.2 million ($7.7 million after-tax) in each year. The other charges in 2003 include $9.6 million of early termination costs associated with a U.S. data processing contract, $2.7 million of charges related to the downsizing of Certegy’s Brazilian card operation, and $(0.1) million of market value recoveries on Certegy’s collateral assignment in life insurance policies, net of severance charges. The other charges in 2002 include an impairment write-off of $4.2 million for the remaining intangible asset value assigned to an acquired customer contract in Certegy’s Brazilian card operation, due to the loss of the customer; a $4.0 million charge for the settlement of a class action lawsuit, net of insurance proceeds; and $4.0 million of severance charges and market value losses on Certegy’s collateral assignment in life insurance policies.

34

---

Table of Contents

(2)	Effective January 1, 2005, Certegy adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based Payment,” using the modified retrospective method, restating all prior periods, and as a result recorded stock compensation expense of $11.2 million, $10.0 million, $14.2 million, and $5.1 million for the years ended December 31, 2004, 2003, 2002, and 2001, respectively, and $4.4 million and $8.7 million for the nine months ended September 30, 2005 and 2004, respectively.
(3)	General corporate expense was $26.6 million, $22.7 million, $25.3 million, $14.0 million, and $7.8 million, respectively, for the years ended December 31, 2004, 2003, 2002, 2001, and 2000, and $28.4 million and $20.0 million for the nine months ended September 30, 2005 and 2004, respectively.
(4)	Certegy adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002, which ceased the amortization of goodwill. Adoption of the non-amortization provisions of SFAS No. 142 as of January 1, 2000, would have increased net income for the years ended December 31, 2001 and 2000, respectively, by $7.3 million and $6.8 million, which is net of $1.3 million and $1.2 million of income taxes.
(5)	In conjunction with Certegy’s spin-off from Equifax in July 2001, Certegy made a cash payment to Equifax of $275 million to reflect Certegy’s share of Equifax’s pre-distribution debt used to establish Certegy’s initial capitalization. This was funded through $400 million of unsecured revolving credit facilities Certegy obtained in July 2001. Interest expense for periods prior to the spin-off principally consist of interest paid on a line of credit held by Certegy’s Brazilian card business and interest charged by Equifax on overnight funds borrowed on Certegy’s behalf.
(6)	The cumulative effect of accounting change expense of $1.3 million in 2003 reflects the adoption of certain provisions of Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51,” on December 31, 2003 related to the synthetic lease on Certegy’s St. Petersburg, Florida operations facility.

35

---

Table of Contents

36

---

Table of Contents

		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2
A detail of related party items included in operating expenses is as follows:
Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

37

---

Table of Contents

		As of
		December 31,
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

38

---

Table of Contents

	Our Recent Acquisitions

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

39

---

Table of Contents

		As of								As of
		December 31,								December 31,
		2004				%				2003				%
		(In thousands)
PLR		$	223,202				22.8%			$	207,909				22.3%
IBNR			757,544				77.2%				724,530				77.7%
Total Reserve		$	980,746				100.0%			$	932,439				100.0%

40

---

Table of Contents

41

---

Table of Contents

				2004				2003				2002
				(In thousands)
Beginning Balance				$	932,439			$	887,973			$	881,053
	Reserve Assumed				38,597				4,203				—
	Claims Loss provision:
		Current year			275,982				237,919				207,290
		Prior year			(16,580	)			10,915				(31,327	)
		Total provision			259,402				248,834				175,963
Claims paid, net of recoupment
		Current year			(19,095	)			(11,591	)			(10,058	)
		Prior year			(230,597	)			(196,980	)			(158,985	)
		Total paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending Balance				$	980,746			$	932,439			$	887,973
Title Premiums				$	4,718,217			$	4,700,750			$	3,547,727
Provision for claim losses as a percentage of title insurance premiums:
		Current year			5.8	%			5.1	%			5.8	%
		Prior year			(0.3	)%			0.2	%			(0.9	)%
		Total Provision			5.5	%			5.3	%			5.0	%
Sensitivity Analysis (.30% Loss Ratio Change)(1): Ultimate Reserve Estimate +/-				$	14,155			$	14,102			$	10,643

(1)	0.3% has been selected as an example; actual variability could be greater or less.

42

---

Table of Contents

43

---

Table of Contents

	Comparisons of Nine Months ended September 30, 2005 and 2004

	Results of Operations

				Nine Months Ended
				September 30,
				2005				2004
				(Unaudited)
				(in thousands)
Revenue:
	Direct title insurance premiums			$	1,643,574			$	1,491,375
	Agency title insurance premiums				2,083,317				2,110,142
	Escrow and other title related fees				868,375				779,910
	Interest and investment income				77,066				45,549
	Realized gains and losses, net				25,505				17,595
	Other income				31,481				34,307
		Total revenue			4,729,318				4,478,878
Expenses:
	Personnel costs				1,415,928				1,267,871
	Other operating expenses				699,844				640,290
	Agent commissions				1,617,260				1,651,066
	Depreciation and amortization				73,207				69,100
	Provision for claim losses				254,289				194,505
	Interest expense				5,393				3,086
		Total expenses			4,065,921				3,825,918
Earnings before income taxes and minority interest					663,397				652,960
Income tax expense					248,774				238,983
Earnings before minority interest					414,623				413,977
Minority interest					1,992				809
		Net earnings		$	412,631			$	413,168

44

---

Table of Contents

			Nine Months Ended September 30,
			2005				%				2004				%
			(Dollars in thousands)
Title premiums from direct operations			$	1,643,574				44.1%			$	1,491,375				41.4%
Title premiums from agency operations				2,083,317				55.9%				2,110,142				58.6%
	Total		$	3,726,891				100.0%			$	3,601,517				100.0%

45

---

Table of Contents

			Nine months ended September 30,
			2005				%				2004				%
			(Dollars in thousands)
Agent premiums			$	2,083,317				100.0%			$	2,110,142				100.0%
Agent commissions				1,617,260				77.6%				1,651,066				78.2%
	Net		$	466,057				22.4%			$	459,076				21.8%

46

---

Table of Contents

	Comparisons of Years ended December 31, 2004, 2003 and 2002

	Results of Operations

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
Agency title insurance premiums				2,714,770				2,595,433				1,989,958
	Total title premiums			4,718,217				4,700,750				3,547,727
Escrow and other title-related fees				1,039,835				1,058,729				790,787
Interest and investment income				64,885				56,708				72,305
Realized gains and losses, net				22,948				101,839				584
Other income				43,528				52,689				55,927
				5,889,413				5,970,715				4,467,330
Personnel costs				1,680,805				1,692,895				1,260,070
Other operating expenses				849,554				817,597				633,193
Agent commissions				2,117,122				2,035,810				1,567,112
Depreciation and amortization				95,718				79,077				53,042
Provision for claim losses				259,402				248,834				175,963
Interest expense				3,885				4,582				8,586
				5,006,486				4,878,795				3,697,966
Earnings before income taxes and minority interest				882,927				1,091,920				769,364
Income tax expense				323,598				407,736				276,970
Earnings before minority interest				559,329				684,184				492,394
Minority interest				1,165				859				624
Net earnings			$	558,164			$	683,325			$	491,770
Orders opened by direct title operations				3,142,945				3,771,393				2,953,797
Orders closed by direct title operations				2,249,792				2,916,201				2,141,680

47

---

Table of Contents

		Year Ended December 31,
		2004								2003								2002
		Amount				%				Amount				%				Amount				%
		(In thousands)
Direct		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			2,714,770				57.5				2,595,433				55.2				1,989,958				56.1
Total title insurance premiums		$	4,718,217				100.0	%		$	4,700,750				100.0	%		$	3,547,727				100.0	%

48

---

Table of Contents

			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	2,714,770				100.0	%		$	2,595,433				100.0	%		$	1,989,958				100.0	%
Agent commissions				2,117,122				78.0				2,035,810				78.4				1,567,112				78.8
	Net margin		$	597,648				22.0	%		$	559,623				21.6	%		$	422,846				21.2	%

49

---

Table of Contents

					Year Ended December 31,
					2004				2003				2002
					(Dollars in thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title insurance premiums only						5.5	%			5.3	%			5.0	%

(1)	We assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. We assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

		Three Months Ended
		March 31,				June 30,				September 30,				December 31,
		(In thousands)
2004
Revenue		$	1,314,932			$	1,601,316			$	1,562,630			$	1,410,535
Earnings before income taxes and minority interest			171,740				266,272				214,948				229,967
Net earnings			108,958				168,288				135,923				144,995
2003
Revenue		$	1,219,346			$	1,518,656			$	1,713,943			$	1,518,770
Earnings before income taxes and minority interest			198,943				317,259				341,591				234,125
Net earnings			124,338				198,201				213,739				147,046

50

---

Table of Contents

	Cash Requirements

	Capital Expenditures

	Financing

51

---

Table of Contents

	Contractual Obligations

		2005				2006				2007				2008				2009				Thereafter				Total
		(In thousands)
Notes payable		$	22,390			$	—			$	—			$	—			$	—			$	—			$	22,390
Operating lease payments			109,380				94,805				75,338				51,216				28,933				19,699				379,371
Reserve for claim losses			181,617				147,037				115,761				86,806				63,108				386,417				980,746
Pension and postretirement obligations			12,309				12,287				12,575				12,811				12,777				108,936				171,695
Total		$	325,696			$	254,129			$	203,674			$	150,833			$	104,818			$	515,052			$	1,554,202

52

---

Table of Contents

	•	future mortgage interest rates, which will affect the number of real estate and refinancing transactions and, therefore, the rate at which title insurance claims will emerge;
	•	the legal environment whereby court decisions and reinterpretations of title insurance policy language to broaden coverage could increase total obligations and influence claim payout patterns;
	•	events such as fraud, defalcation, and multiple property title defects, that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments;
	•	loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments; and
	•	claims staffing levels whereby claims may be settled at a different rate based on the future staffing levels of the claims department.

	Interest Rate Risk

53

---

Table of Contents

	Equity Price Risk

	•	An approximate $58.1 million net increase (decrease) in the fair value of fixed maturity securities would have occurred if interest rates were 100 basis points (lower) higher as of December 31, 2004. The change in fair values was determined by estimating the present value of future cash flows using various models, primarily duration modeling.
	•	An approximate $23.0 million net increase (decrease) in the fair value of equity securities would have occurred if there was a 20% price increase (decrease) in market prices.
	•	It is not anticipated that there would be a significant change in the fair value of other long-term investments or short-term investments if there was a change in market conditions, based on the nature and duration of the financial instruments involved.

	•	The customer, typically a real estate salesperson or broker, escrow agent, attorney or lender, places an order for a title policy.
	•	Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.
	•	After the relevant historical data on the property is compiled, the title officer prepares a preliminary report that documents the current status of title to the property, any exclusions, exceptions and/or limitations that the title company might include in the policy, and specific issues that need to be addressed and resolved by the parties to the transaction before the title policy will be issued.
	•	The preliminary report is circulated to all the parties for satisfaction of any specific issues.
	•	After the specific issues identified in the preliminary report are satisfied, an escrow agent closes the transaction in accordance with the instructions of the parties and the title company’s conditions.
	•	Once the transaction is closed and all monies have been released, the title company issues a title insurance policy.

54

---

Table of Contents

55

---

Table of Contents

	•	Title insurance companies remain subject to consolidation within the industry. This creates the potential for an increased customer base and continued economies of scale.
	•	In order to achieve lower costs, title insurance companies may increasingly outsource search and examination functions of the title process.
	•	If mortgage interest rates begin to rise, the volume and average value of real estate related transactions may decline and affect revenue.

56

---

Table of Contents

57

---

Table of Contents

	•	Bias for action
	•	Autonomy and entrepreneurship
	•	Employee ownership
	•	Minimal bureaucracy
	•	Close customer relationships

58

---

Table of Contents

	•	higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;
	•	continuity of service levels to a broad range of customers; and
	•	additional sources of income through escrow and closing services.

59

---

Table of Contents

		Nine Months Ended September 30,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	1,643,574				44.1%			$	1,491,375				41.4%			$	2,003,447				42.5%			$	2,105,317				44.8%			$	1,557,769				43.9%
Agency			2,083,317				55.9%				2,110,142				58.6%				2,714,770				57.5%				2,595,433				55.2%				1,989,958				56.1%
Total title insurance premiums		$	3,726,891				100.0%			$	3,601,517				100.0%			$	4,718,217				100.0%			$	4,700,750				100.0%			$	3,547,727				100.0%

			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
			(In thousands)
California			$	1,055,296				22.4%			$	1,183,643				25.2%			$	895,698				25.2%
Texas				514,417				10.9%				527,583				11.2%				429,740				12.1%
Florida				483,860				10.3%				310,545				6.6%				215,367				6.1%
New York				400,827				8.5%				378,341				8.0%				295,636				8.3%
Illinois				202,277				4.3%				222,534				4.7%				173,651				4.9%
All others				2,061,540				43.6%				2,078,104				44.3%				1,537,635				43.4%
	Totals		$	4,718,217				100.0%			$	4,700,750				100.0%			$	3,547,727				100.0%

60

---

Table of Contents

			Year Ended
			December 31, 2004
			Amount				%
			(In thousands)
California			$	3,068,170				19.8%
Florida				1,804,513				11.6%
Texas				1,491,295				9.6%
New York				1,146,752				7.4%
Pennsylvania				592,232				3.8%
All others				7,431,878				47.8%
	Totals		$	15,534,840				100.0%

61

---

Table of Contents

62

---

Table of Contents

		Year Ended December 31,
		2004																2003
		Amortized																Amortized
Ratings(1)		Cost				% of Total				Fair Value				% of Total				Cost				% of Total				Fair Value				% of Total
		(In thousands)
AAA		$	1,373,836				63.3	%		$	1,376,727				63.3	%		$	1,023,385				64.5	%		$	1,041,271				64.4	%
AA			329,417				15.2				332,761				15.3				262,152				16.5				270,912				16.8
A			280,004				12.9				277,556				12.8				201,408				12.7				202,429				12.5
BBB			60,067				2.7				59,252				2.7				45,981				2.9				45,943				2.8
Other			128,362				5.9				128,521				5.9				53,640				3.4				55,149				3.5
		$	2,171,686				100.0	%		$	2,174,817				100.0	%		$	1,586,566				100.0	%		$	1,615,704				100.0	%

(1)	Ratings as assigned by S&P’s Ratings Group and Moody’s.

		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		Year Ended December 31,
		2004								2003
		Cost				Fair Value				Cost				Fair Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
			108,574				115,070				54,401				65,407

63

---

Table of Contents

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net investment income(1)		$	86,120			$	70,940			$	85,405
Average invested assets			3,226,243				2,811,408				2,576,321
Effective return on average invested assets			2.7	%			2.5	%			3.3	%

(1)	Net investment income as reported in our Combined Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.

64

---

Table of Contents

		Number of
		Locations
California			529
Arizona			147
Texas			136
Illinois			100
Florida			98
Oregon and Washington			73
Michigan			39
Nevada			35
New York and Ohio			33
Indiana			31
North Carolina			29
Colorado			20
New Jersey			18
Pennsylvania			15
Kansas			13
Hawaii, Missouri, and Tennessee			12
Wisconsin			11
Minnesota			10
Virginia			9
Connecticut			8
Massachusetts			6
Canada, District of Columbia, Maine, New Hampshire, and Oklahoma			7
Georgia, Louisiana, Maryland, Montana, and South Carolina			5
Alabama and New Mexico			4
Delaware, Idaho, Kentucky, Mississippi, Rhode Island and Utah			1

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative

65

---

Table of Contents

		to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.
	•	In the opinion of our management, while some of these matters may be material to our operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on our overall financial condition.

66

---

Table of Contents

67

---

Table of Contents

	•	10% of the insurer’s statutory surplus as of the immediately prior year end; or
	•	the statutory net investment income or the statutory net income of the insurer during the prior calendar year.

68

---

Table of Contents

69

---

Table of Contents

S&P

Moody’s

Fitch

A.M. Best

Demotech

Alamo Title Insurance

A-

A3

A-

A-

A’

Chicago Title Insurance Co.

A-

A3

A-

A-

A”

Chicago Title Insurance Co. of Oregon

A-

A3

A-

A-

A’

Fidelity National Title Insurance Co.

A-

A3

A-

A-

A’

Ticor Title Insurance Co.

A-

A3

A-

A-

A’

Security Union Title Insurance Co.

A-

A3

A-

A-

A’

	S&P Ratings

	Moody’s Ratings

	Fitch Ratings

70

---

Table of Contents

	A.M. Best Ratings

	Demotech Ratings

		S&P		Moody’s				Fitch
7.30% FNF notes due 2011		BBB-			Baa3				BBB-
5.25% FNF notes due 2013		BBB-			Baa3				BBB-

	S&P Ratings

	Moody’s Ratings

71

---

Table of Contents

	Fitch Ratings

Name		Age				Position
William P. Foley, II			60			Chairman of the Board
Raymond R. Quirk			59			Chief Executive Officer
Christopher Abbinante			55			President, Eastern Operations
Roger S. Jewkes			47			President, Western Operations
Erika Meinhardt			47			President, National Agency Operations
Anthony J. Park			38			Chief Financial Officer
William G. Bone			63			Director
Willie M. Davis			71			Director
John F. Farrell, Jr.			68			Director
Philip G. Heasley			56			Director
William A. Imparato			58			Director
Donald M. Koll			72			Director
General William Lyon			82			Director
Frank P. Willey			52			Director

72

---

Table of Contents

73

---

Table of Contents

	•	the quality and integrity of our financial statements and related disclosure;
	•	our compliance with legal and regulatory requirements;
	•	the independent auditor’s qualifications and independence; and
	•	the performance of our internal audit function and independent auditor.

74

---

Table of Contents

	•	to monitor our management resources, structure, succession planning, development and selection process as well as the performance of key executives;
	•	to review and approve executive compensation and broad-based and incentive compensation plans.

	•	an annual retainer of $30,000;
	•	a per meeting fee of $1,500 for each board meeting attended;
	•	an annual retainer of $5,000 for service on any board committee (except audit) or a $7,500 annual retainer if chair of any committee (except audit);
	•	an annual retainer of $7,500 for service on the audit committee or a $10,000 annual retainer if chair of the audit committee;
	•	a per meeting fee of $1,000 for each committee meeting attended (except audit which has a per meeting fee of $2,000); and
	•	expenses of attending board and committee meetings.

75

---

Table of Contents

			Annual Compensation																Long-term Compensation
																			Restricted				Securities
															Other Annual				Stock				Underlying				All Other
			Fiscal				Salary(1)				Bonus(2)				Compensation(3)				Units(4)				Options(5)				Compensation(6)
Name and Title			Year				($)				($)				($)				($)				(#)				($)
Raymond R. Quirk				2004				606,250				1,210,227				7,304				—				150,000				28,956
	Chief Executive Officer			2003				594,529				1,557,123				89,148				1,156,050				8,250				23,644
				2002				418,764				837,500				6,000				—				129,421				23,019
Christopher Abbinante				2004				475,000				879,344				6,000				—				106,400				25,876
	President, Eastern Operations
Roger S. Jewkes				2004				469,059				707,175				6,000				—				93,100				23,627
	President, Western Operations
Erika Meinhardt				2004				341,668				683,333				8,781				—				106,400				28,434
	President, National Agency Operations
Anthony J. Park				2004				250,001				175,000				—				—				26,600				23,419
	Chief Financial Officer

(1)	Amounts shown for the indicated fiscal year include amounts deferred at the election of the named executive officer pursuant to FNF’s 401(k) plan.
(2)	Bonuses were awarded during the year following the year to which the bonuses relate, based on an evaluation by the Compensation Committee of the Board of Directors. Amounts shown for Mr. Quirk for the 2002 fiscal year include cash bonus amounts earned and deferred at his election and utilized to reduce the exercise price of stock options granted to him during the subsequent fiscal year pursuant to the 1991 and 2001 Stock Option Plans. The bonus amount applied to reduce the exercise price of stock option grants awarded to Mr. Quirk and included in this column for 2002, the most recent year for which the options were granted, was $75,000.
(3)	Amounts shown for Mr. Quirk include (i) $83,148 reimbursed during 2003 for the payment of taxes in connection with the restricted stock grant; (ii) the cost of an FNF provided automobile of $6,000 in 2004, 2003 and 2002; and (iii) personal use of an FNF aircraft by Mr. Quirk of $1,304 in 2004.
(4)	Pursuant to the 2001 Plan, FNF granted a right to Mr. Quirk to purchase shares of restricted common stock on November 18, 2003. The restricted shares granted vest over a four year period, of which one-fifth vested immediately on the date of grant. Dividends are paid by FNF on the restricted stock granted. The number and aggregate value of Mr. Quirk’s restricted stock holdings as of December 31, 2004 were 23,100 shares and $1,054,977, respectively.
(5)	The number of securities underlying options has been adjusted to reflect all dividends and stock splits.
(6)	Amounts shown for fiscal 2004 consist of the following: (i) Mr. Quirk: no FNF contribution to 401(k) Plan, FNF paid life insurance premiums — $3,070 and FNF contribution to Employee Stock Purchase Program — $25,886; (ii) Mr. Abbinante: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,642 and FNF contribution to Employee Stock Purchase Program — $18,084; (iii) Mr. Jewkes: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,071 and FNF contribution to Employee Stock Purchase Program — $16,406; (iv) Ms. Meinhardt: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,971 and FNF contribution to Employee Stock Purchase Program — $20,312; and (v) Mr. Park: FNF contribution to 401(k) Plan —

76

---

Table of Contents

	$6,150, FNF paid life insurance premiums — $81 and FNF contribution to Employee Stock Purchase Program — $17,187.

Position		Multiple
Chief Executive Officer		5x Base Salary
Other Officers (direct reports to the CEO or Section 16 Reporting Persons)		2x Base Salary
Members of the Board		2x Annual Retainer

77

---

Table of Contents

Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			10,461,486				5.87	%
Willie D. Davis			98,694				*
John F. Farrell, Jr.			84,164				*
Philip G. Heasley			42,517				*
William A. Imparato			148,171				*
Donald M. Koll			218,140				*
General William Lyon			179,425				*
Frank P. Willey			1,576,614				*
Raymond R. Quirk			730,263				*
Christopher Abbinante			133,329				*
Roger S. Jewkes			89,075				*
Erika Meinhardt			93,415				*
Anthony J. Park			117,669	(2)			*
William G. Bone			0				0.00	%
All directors and executive officers as a group (persons)			13,972,962				7.77	%

*	Indicates less than 1% of FNF outstanding common stock.

(1)	Shares “beneficially owned” include: (a) shares of FNF common stock owned by the individual, (b) FNF restricted stock granted to the individual (Mr. Foley — 165,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon — 3,300; Mr. Willey — 13,200; Mr. Quirk — 23,100; Mr. Abbinante — 13,200; Mr. Jewkes — 8,800; Ms. Meinhardt — 13,200; and Mr. Park — 3,080), (c) FNF options that are exercisable within 60 days and (d) shares of FNF common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 1,601 shares of FNF common stock held by Mr. Park’s spouse.

78

---

Table of Contents

Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			1,125,560				*
Willie D. Davis			5,962				*
John F. Farrell, Jr.			6,763				*
Philip G. Heasley			10,452				*
William A. Imparato			6,696				*
Donald M. Koll			5,962				*
General William Lyon			8,626				*
Frank P. Willey			269,947				*
Raymond R. Quirk			154,271				*
Christopher Abbinante			69,383				*
Roger S. Jewkes			64,260				*
Erika Meinhardt			69,142				*
Anthony J. Park			39,307(2	)			*
William G. Bone			0				0.00
All directors and executive officers as a group (persons)			1,883,623				1.08	%

*	Indicates less than 1% of FNT outstanding Class A Common Stock.

(1)	Shares “beneficially owned” include: (a) shares of FNT Class A Common Stock owned by the individual, (b) FNT restricted stock granted to individuals in connection with the distribution (Messrs. Foley and Quirk — 120,000; Messrs. Abbinante and Jewkes and Ms. Meinhardt  — 60,000; and Mr. Park — 30,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon and Willey — 5,000), (c) FNT options that are exercisable within 60 days and (d) shares of FNT common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 276 shares of FNT Class A Common Stock held by Mr. Park’s spouse.

79

---

Table of Contents

		Individual Grants
						Percentage												Potential Realizable Value at
		Number of				of Total												Assumed Annual Rates of
		Securities				Options												Stock Price Appreciation for
		Underlying				Granted to												Option Term(3)
		Options				Employees				Exercise or
		Granted				in Fiscal				Base Price				Expiration				5%				10%
Name		(#)				Year				($/share)				Date				($)				($)
Raymond R. Quirk			150,000				3.4	%		$	36.60	(1)			10/15/12			$	4,204,200			$	8,465,765
Christopher Abbinante			106,400				1.8	%		$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Roger S. Jewkes			93,100				1.6	%		$	28.06	(2)			9/10/12			$	1,247,305			$	2,987,511
Erika Meinhardt			106,400				1.8	%		$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Anthony J. Park			26,600				0.5	%		$	28.06	(2)			9/10/12			$	356,373			$	853,574

(1)	The stock options shown in the table above were granted to the named executive officers on October 15, 2004 (subject to stockholder approval of FNF’s 2004 Omnibus Incentive Plan on December 16, 2004) at an exercise price of $36.60, the fair market value of FNF’s Common Stock on the date of grant. All such options were granted under FNF’s 2004 Omnibus Incentive Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after grant.
(2)	The stock options shown in the table above were granted to the named executive officers on September 10, 2004 at an exercise price of $37.32, the fair market value of FNF’s common stock on the date of grant. The exercise price of, and the number of shares underlying, the stock options were subsequently adjusted pursuant to the anti-dilution provisions of the 1998 plan to account for the payment of a special $10 per share cash dividend by FNF on March 28, 2005. All of such options were granted under FNF’s 1998 Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after the date of grant.
(3)	These are assumed rates of appreciation, and are not intended to forecast future appreciation of FNF’s common stock.

80

---

Table of Contents

										Number of
		Shares								Securities Underlying								Value of Unexercised
		Acquired								Unexercised Options								In-the-Money Options at
		on				Value				at December 31, 2004								December 31, 2004(1)($)
		Exercise				Realized
Name		(#)				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Raymond R. Quirk			—			$	—				498,827				177,152			$	11,940,537			$	1,854,020
Christopher Abbinante			92,355			$	2,004,540				15,246				127,457			$	246,628			$	1,062,823
Roger S. Jewkes			—			$	—				27,145				98,013			$	573,718			$	663,409
Erika Meinhardt			3,300			$	85,511				133,336				115,546			$	3,328,553			$	815,981
Anthony J. Park			—			$	—				90,005				29,039			$	2,564,087			$	206,454

(1)	In accordance with the rules of the Securities and Exchange Commission, values are calculated by subtracting the exercise price from the fair market value of the underlying common stock. For purposes of this table, the fair market value is deemed to be $45.67, the closing price of the common stock of FNF reported by the NYSE on December 31, 2004.

	•	stock options: FNF stock options were equitably adjusted to reflect the impact of the distribution. Holders of FNF stock options continue to hold such options, as adjusted, pursuant to the terms and conditions of their individual award agreements; and
	•	restricted stock: holders of FNF restricted stock received unrestricted FNT shares in the distribution in the same proportion as other FNF stockholders. Such holders continue to hold FNF restricted stock pursuant to the terms and conditions of their individual award agreements.

	•	nonqualified stock options;
	•	incentive stock options” within the meaning of section 422 of the Internal
	•	Revenue Code;
	•	stock appreciation rights;
	•	restricted stock;
	•	restricted stock units;
	•	performance shares;
	•	performance units; and
	•	other cash and stock-based awards.

81

---

Table of Contents

82

---

Table of Contents

83

---

Table of Contents

	•	an acquisition immediately after which any person, group or entity possesses direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of either our outstanding common stock or our outstanding voting securities, provided that, after the acquisition, the acquirer’s beneficial ownership percentage exceeds FNF’s, and excluding any acquisition directly from us, by us, by FNF or by any of our employee benefit plans and certain other acquisitions;
	•	during any period of two consecutive years, the individuals who, as of the beginning of such period, constitute our board, or incumbent board, cease to constitute at least a majority of the board, provided that any individual who becomes a member of our board subsequent to the beginning of such period and whose election or nomination was approved by at least two thirds of the members of the incumbent board will be considered as though he or she were a member of the incumbent board;
	•	the consummation of a reorganization, merger, share exchange or consolidation or sale or other disposition of all or substantially all of our assets unless (a) our stockholders immediately before the

84

---

Table of Contents

		transaction continue to have beneficial ownership of 50% or more of the outstanding shares of our common stock and the combined voting power of our then outstanding voting securities resulting from the transaction in substantially the same proportions as their ownership immediately prior to the transaction of our common stock and outstanding voting securities; (b) no person (other than us, our parent organization (or the parent organization of the resulting corporation), an employee benefit plan sponsored by us or the resulting corporation, or any entity controlled by us or the resulting corporation) has beneficial ownership of 25% or more of the outstanding common stock of the resulting corporation or the combined voting power of the resulting corporation’s outstanding voting securities; and (c) individuals who were members of the incumbent board continue to constitute a majority of the members of the board of directors of the resulting corporation; or
	•	our stockholders approve a plan or proposal for the complete liquidation or dissolution of our company.

85

---

Table of Contents

86

---

Table of Contents

	•	the separation agreement;
	•	corporate services agreements;
	•	the mirror notes;
	•	a tax matters agreement;
	•	an employee matters agreement;
	•	a registration rights agreement;
	•	an intellectual property cross license agreement;
	•	a sublease agreement; and
	•	an assignment, assumption and novation agreement.

	Separation Agreement

87

---

Table of Contents

	•	the ownership or operation of the assets or properties, or the operations or conduct, of the entities transferred to us in connection with the distribution, whether arising before or after the distribution (including any liabilities arising under the McCabe case referred to under “Business — Legal Proceedings”);
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by FNF or any of its affiliates for our benefit;
	•	any breach by us or any of our affiliates of the separation agreement, any of the other transaction documents, any other agreement to which we or our affiliates are a party, our certificate of incorporation or by-laws or any law or regulation;
	•	any untrue statement of, or omission to state, a material fact in FNF’s public filings to the extent it was as a result of information that we furnished to FNF or which FNF incorporated by reference from our public filings, if that statement or omission was made or occurred after the distribution; and
	•	any untrue statement of, or omission to state, a material fact in any registration statement or prospectus we may prepare or any of our other public filings, except to the extent the statement was made or omitted in reliance upon information provided to us by FNF expressly for use in any registration statement or prospectus or other public filing or information relating to and provided by any underwriter expressly for use in any registration statement or prospectus.

	•	the ownership or operation of the assets or properties, and the operations or conduct, of FNF or any of its affiliates (other than us and our subsidiaries), whether arising before or after the distribution;
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by us or any of our affiliates for the benefit of FNF;
	•	any breach by FNF or any of its affiliates of the separation agreement or certain of the other transaction documents, any other agreement to which FNF or its affiliates are a party, FNF’s certificate of incorporation or bylaws, or any law or regulation;

88

---

Table of Contents

	•	any untrue statement of, or omission to state, a material fact in our public filings to the extent it was as a result of information that FNF furnished to us or which we incorporated by reference from FNF’s public filings;
	•	any untrue statement of, or omission to state, a material fact contained in any registration statement or prospectus we may prepare, but only to the extent the untrue statement or omission was made or omitted in reliance upon information provided by FNF expressly for use in any registration statement or prospectus; and
	•	any action or liability arising as a result of the distribution.

	•	take any action or enter into any agreement that would cause FNF to violate any law, agreement or judgment;
	•	take any action that limits FNF’s ability to freely sell, transfer, pledge or otherwise dispose of our stock or limits the rights of any transferee of FNF as a holder of our common stock; or
	•	enter into any agreement that binds or purports to bind FNF.

89

---

Table of Contents

	FNF Corporate Services Agreements

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

90

---

Table of Contents

	New Notes Payable to FNF

	Tax Matters Agreement

91

---

Table of Contents

	Employee Matters Agreement

92

---

Table of Contents

	Registration Rights Agreement

93

---

Table of Contents

	Intellectual Property Cross License Agreement

	Sublease Agreement

94

---

Table of Contents

	Overview

	•	corporate services agreements;
	•	the starter repository and back plant access agreements;
	•	the license and services agreement;
	•	a lease agreement;
	•	a master information technology agreement; and
	•	a software license agreement for “SoftPro” software.

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

95

---

Table of Contents

96

---

Table of Contents

	FNF Starter Repository and Back Plant Access Agreements

	License and Services Agreement

97

---

Table of Contents

	Lease Agreement

98

---

Table of Contents

	Master Information Technology Services Agreement

99

---

Table of Contents

	SoftPro Software License Agreement

100

---

Table of Contents

	Corporate Services

	IT Services

	Lease

	Real Estate Information

	Agency Agreements

101

---

Table of Contents

	Cost Sharing Agreement

	Agreements relating to Title Information

	Title Plant Maintenance Agreement and Master Title Plant Access Agreement

102

---

Table of Contents

	Title Plant Management Agreement

103

---

Table of Contents

	Tax Sharing Agreements

	Software License Agreements

	Equipment Leases

104

---

Table of Contents

	Master Loan Agreements

	Cross Conveyance and Joint Ownership and Development Agreements

	Provisions of our Certificate of Incorporation Relating to Corporate Opportunities

105

---

Table of Contents

	•	a corporate opportunity offered to any person who is an officer of ours and who is also a director but not an officer of Fidelity, will belong to us unless the opportunity is expressly offered to that person in a capacity other than such person’s capacity as one of our officers, in which case it will not belong to us;
	•	a corporate opportunity offered to any person who is a director but not an officer of ours, and who is also a director or officer of Fidelity, will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our directors; and
	•	a corporate opportunity offered to any person who is an officer of both Fidelity and us will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our officers.

106

---

Table of Contents

107

---

Table of Contents

	•	100% of the principal amount of the notes to be redeemed; and
	•	the sum of the present values of the remaining scheduled payments on the notes to be redeemed, consisting of principal and interest, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; in each case, plus accrued interest to the date of redemption.

	•	the average of the bid and the asked prices for the Comparable Treasury Issue, expressed as a percentage of its principal amount, at 4:00 p.m. on the third business day preceding that redemption date, as set forth on “Telerate Page 500,” or such other page as may replace Telerate Page 500; or
	•	if Telerate Page 500, or any successor page, is not displayed or does not contain bid and/or asked prices for the Comparable Treasury Issue at that time, the average of the Reference Treasury Dealer Quotations obtained by the trustee for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the trustee is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the trustee.

108

---

Table of Contents

	•	the capital stock of Chicago Title Insurance Company, Fidelity National Title Insurance Company, Security Union Title Insurance Company, Ticor Title Insurance Company, Ticor Title Insurance Company of Florida or Alamo Title Insurance, which we refer to collectively as the “principal subsidiaries,” or
	•	the capital stock of a subsidiary that owns, directly or indirectly, the capital stock of any of the principal subsidiaries,

	•	liens securing debt that, together with all other debt so secured (but not including debt excluded by another exception listed below) does not exceed 15% of our consolidated tangible assets (defined as FNT’s consolidated assets less goodwill);
	•	liens under our new credit facility, or under any debt agreement or instrument that refinances or replaces such facility, with the aggregate principal amount of debt excluded under this exception not to exceed $400 million;
	•	liens existing on the date of the indenture;
	•	liens existing at the time of acquisition of such capital stock;
	•	liens securing intercompany debt; and
	•	any extension, modification, renewal or replacement of the foregoing.

	•	failure to pay interest on any note for 30 days after the payment is due;
	•	failure to pay the principal of, or any premium on, any note when due;
	•	failure to perform any other covenant in the indenture that applies to the notes for 60 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
	•	certain events of bankruptcy, insolvency or reorganization.

109

---

Table of Contents

	(1) the holder previously gives the trustee written notice of an event of default;
	(2) the holders of not less than 25% in principal amount of the outstanding notes of such series shall have also made such written request to the trustee and offered the trustee satisfactory indemnity to institute such proceeding as trustee; and
	(3) the trustee for 60 days shall have failed to institute such proceeding.

	•	the resulting or acquiring corporation (if other than us) assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the notes and performance of the covenants in the indenture; and
	•	immediately after the transaction, no event of default exists.

110

---

Table of Contents

	•	a change in the stated maturity date of any payment of principal or interest;
	•	a reduction in the amount of interest or principal due on the notes or a change in the currency in which any payment on the notes is payable;
	•	a change in the place of payment of the notes;
	•	a limitation of a holder’s right to sue us for the enforcement of payments due on the notes; or
	•	a modification of any of the foregoing requirements or a reduction in the percentage of outstanding notes required to waive compliance with certain provisions of the indenture or to waive certain defaults under the indenture.

	•	waive compliance by us with certain restrictive covenants of the indenture; and
	•	waive any past default under the indenture, except a default in the payment of the principal of, or any premium or interest on, any note of that series, or a default under any provision of the indenture which itself cannot be modified or amended without the consent of the holders of each outstanding note of that series.

	•	securities of the United States of America; or
	•	securities of government agencies backed by the full faith and credit of the United States of America.

	•	the indenture will no longer apply to the notes (except for certain obligations to compensate, reimburse and indemnify the trustee, to register the transfer and exchange of notes, to replace lost, stolen or mutilated notes and to maintain paying agencies and the trust funds); and
	•	holders of notes of such series can only look to the trust fund for payment of principal, any premium and interest on the notes.

	•	in the case of legal defeasance, we must deliver to the trustee an opinion of counsel confirming that (a) the Internal Revenue Service has published or issued to us a ruling that the legal defeasance will not have any federal income tax consequences to the holders or (b) there has been a change in the federal income tax law to that effect;

111

---

Table of Contents

	•	in the case of covenant defeasance, we must deliver to the trustee an opinion of counsel confirming that the covenant defeasance will not have any federal income tax consequences to the holders;
	•	no event of default may have occurred and be continuing (other than an event of default resulting from the borrowing of funds used to make the deposit); and
	•	the defeasance will not result in the breach of the indenture or any of our material agreements.

	•	a limited-purpose trust company organized under the New York Banking Law;
	•	a “banking organization” within the meaning of the New York Banking Law;
	•	a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

112

---

Table of Contents

	•	DTC notifies us that it is unwilling or unable to continue as Depositary for the global notes, or DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered, and a successor Depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
	•	we determine, in our sole discretion, not to have the notes represented by one or more global notes; or
	•	an event of default under the indenture has occurred and is continuing with respect to the notes.

113

---

Table of Contents

The FNF Notes		The FNT Notes
Limitation on Liens As modified by the officers’ certificates referred to above with respect to each series of FNF notes, the FNF indenture provides that FNF will not, and will not permit any restricted subsidiary to, incur, assume or guarantee any debt (as defined in the FNF indenture) secured by a lien on any part of its property, whether owned at the time of the issuance of the relevant series of FNF notes or acquired thereafter, unless FNF provides, concurrently with or prior to the incurrence, assumption or guarantee of such secured debt, that the FNF notes shall be secured equally and ratably with such secured debt. However, these provisions do not apply to debt secured by the following liens: • liens created under the credit agreement, dated as of February 10, 2000, by and among FNF and various financial institutions, or any document executed and delivered pursuant to or in accordance with the requirements thereof; • liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is being contested in good faith and by proper proceedings, if FNF or the applicable restricted subsidiary has maintained adequate reserves (in the good faith judgment of the management of FNF) with respect thereto in accordance with GAAP; • carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings diligently prosecuted;		Limitation on Liens The FNT indenture will provide that FNT will not, and will not permit any subsidiary to, incur, assume or guarantee any debt (as defined in the FNT indenture) secured by a lien on any shares of capital stock of any restricted subsidiary (“secured debt”) (whether such capital stock is owned or outstanding at the date of the indenture or thereafter acquired or issued, as the case may be) if, immediately after giving effect thereto, the aggregate principal amount of all secured debt (other than excluded debt, as defined below) would exceed 15% of FNT’s consolidated tangible assets (defined as FNT’s consolidated assets less goodwill), unless FNT provides, concurrently with or prior to the incurrence, assumption or guarantee of such secured debt, that the FNT notes shall be secured equally and ratably with (or prior to) such secured debt for so long as such secured debt is so secured. However, these provisions do not apply to debt secured by the following liens (“excluded debt”): • liens under FNT’s new credit facility, which allows for a lesser amount of borrowings than the credit facility to which FNF is a party, or under any debt agreement or instrument that refinances or replaces such facility, with the aggregate principal amount constituting excluded debt under this exception not to exceed $400 million; • liens existing on the date of the indenture; • liens existing at the time of acquisition of such capital stock; • liens securing intercompany debt; and • any extension, modification, renewal or replacement of the foregoing.

114

---

Table of Contents

The FNF Notes		The FNT Notes
• liens existing on August 20, 2001; • liens consisting of pledges or deposits of cash or securities made by any restricted subsidiary in the insurance business as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any administrative or governmental body of the state of domicile of such restricted subsidiary responsible for the regulation thereof; • liens consisting of judgment or judicial attachment liens (other than arising as a result of claims under or related to insurance contracts or policies, retrocession agreements or reinsurance agreements); provided that the enforcement of such liens is effectively stayed or fully covered by insurance and all such liens in the aggregate at any time outstanding for FNF and its restricted subsidiaries do not exceed $20,000,000; • liens on assets subject to, and securing obligations in respect of, leases that, in conformity with GAAP, are, or are required to be, accounted for as capital leases on the applicable balance sheet, which are entered into in the ordinary course of business and are non-recourse to FNF or its restricted subsidiaries, and other such leases in an aggregate amount not to exceed $15,000,000 at any one time outstanding; • liens securing obligations permitted under certain sections of the previously described credit agreement, to the extent such liens are identified and permitted under such sections; • liens arising as a result of claims under or related to insurance contracts or policies, reinsurance agreements or retrocession agreements in the ordinary course of business, or securing debt of restricted subsidiaries in the insurance business incurred or assumed in connection with the settlement of claim losses in the ordinary course of business of such restricted subsidiaries; • liens on assets of entities that become restricted subsidiaries after August 20, 2001 securing the debt of such entity, which liens and debt previously existed and were not created in contemplation of such acquisition, and which liens are not spread to cover any other property; • liens on assets of FNF or its restricted subsidiaries securing debt owed to FNF or a restricted subsidiary; • so long as no default or event of default has occurred		Under the FNT indenture, “restricted subsidiary” means any of Chicago Title Insurance Company, Fidelity National Title Insurance Company, Security Union Title Insurance Company, Ticor Title Insurance Company, Ticor Title Insurance Company of Florida or Alamo Title Insurance, or any subsidiary that owns, directly or indirectly, the capital stock of any of the foregoing subsidiaries.

115

---

Table of Contents

The FNF Notes		The FNT Notes
and is continuing, other liens securing obligations in an aggregate amount not exceeding $20,000,000; and • any extension, renewal or replacement of the foregoing; provided that the liens are not spread to cover any additional debt or property (other than a substitution of like property). Under the FNF indenture as amended by the officers’ certificates, a “restricted subsidiary” means all subsidiaries of FNF except FNF Capital, Inc., Fidelity Asset Management, Inc., Micro General Corporation, Fidelity National Information Solutions, Inc., any of their respective subsidiaries, and any “Excluded Subsidiary” as defined under the credit agreement described above.
Other Covenants The FNF indenture also provides: FNF and its subsidiaries will carry insurance in amounts and covering such risks as are consistent with coverages carried by similarly situated corporations; FNF and its subsidiaries will keep proper books of record and account, to be examined at least annually by independent public accountants; and FNF and its subsidiaries shall comply with all applicable laws and regulations, noncompliance with which would have a material adverse effect on them, taken as a whole.		Other Covenants There will be no comparable covenants in the FNT indenture.
Events of Default As amended by the officers’ certificates, the FNF indenture provides that each of the following will be events of default: • default in the payment of interest on any FNF note when due, which continues for a period of 30 days; • default in the payment of the principal of (or premium, if any, on) any FNF note when due; • default in the performance of any covenant of FNF in the indenture, which continues for a period of 60 days after notice to FNF as specified in the FNF indenture; • default under any debt of FNF or under any instrument under which such debt may be issued or secured, which results in such debt in an aggregate principal amount in excess of $20 million becoming due and payable prior to the date it otherwise would have, and such acceleration not having been cured or rescinded or such debt not having been paid within 10 days after notice to FNF as specified in the indenture (the “cross-		Events of Default The FNT indenture will contain comparable events of default with respect to FNT and the FNT notes and indenture, except that it will not contain any event of default comparable to the cross-acceleration event of default included in the FNF indenture.

116

---

Table of Contents

The FNF Notes		The FNT Notes
acceleration event of default”); and • specified events of bankruptcy, insolvency or reorganization with respect to FNF.

117

---

Table of Contents

118

---

Table of Contents

	•	you are an individual present in the U.S. for 183 days or more in the year of such exchange and either:

	•	you have a “tax home” in the U.S. and certain other requirements are met; or
	•	the gain from the exchange is attributable to an office or other fixed place of business maintained by you in the U.S.;

	•	you are an individual subject to tax pursuant to certain provisions of U.S. federal income tax law applicable to certain expatriates; or
	•	the gain is effectively connected with the conduct of a U.S. trade or business. See “— Income Effectively Connected with U.S. Trade or Business.”

119

---

Table of Contents

	•	you do not actually or constructively own 10% or more of the total combined voting power of all classes of the FNT shares;
	•	you are not a controlled foreign corporation that is related to FNT within the meaning of the Internal Revenue Code; and
	•	the U.S. payor does not have actual knowledge or reason to know that you are a U.S. person and either:

	•	the beneficial owner of the FNT note certifies to the applicable payor or its agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on IRS Form W-8BEN, or a suitable substitute, form; or
	•	a financial institution (including a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business) holds the FNT note and certifies under penalties of perjury that it has received a Form W-8BEN (or a suitable substitute form) either from the beneficial owner or from a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof; or the U.S. Payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-U.S. person, in accordance with U.S. Treasury regulations.

	•	you are an individual present in the U.S. for 183 days or more in the year of such sale, exchange or redemption and either:

	•	you have a “tax home” in the U.S. and other requirements are met; or
	•	the gain from the disposition is attributable to an office or other fixed place of business maintained by you in the U.S.;

	•	you are an individual subject to tax pursuant to certain provisions of U.S. federal income tax law applicable to certain expatriates; or
	•	the gain is effectively connected with your conduct of a U.S. trade or business. See “— Income Effectively Connected with U.S. Trade or Business.”

120

---

Table of Contents

121

---

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm			F-2
Combined Balance Sheets as of December 31, 2004 and 2003			F-3
Combined Statements of Earnings for the years ended December 31, 2004, 2003 and 2002			F-4
Combined Statements of Equity And Comprehensive Earnings for the years ended December 31, 2004, 2003 and 2002			F-5
Combined Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-6
Notes to Combined Financial Statements			F-7
Unaudited Combined Balance Sheets as of September 30, 2005 and December 31, 2004			F-34
Unaudited Combined Statements of Earnings for the nine months ended September 30, 2005 and 2004			F-35
Unaudited Combined Statements of Comprehensive Earnings for the nine months ended September 30, 2005 and 2004			F-36
Unaudited Combined Statement of Equity for the nine months ended September 30, 2005			F-37
Unaudited Combined Statements of Cash Flows for the nine months ended September 30, 2005 and 2004			F-38
Notes to Unaudited Condensed Combined Financial Statements			F-39

F-1

---

Table of Contents

F-2

---

Table of Contents

				As of December 31,
				2004				2003
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at December 31, 2004 and 2003 includes $265,639 and $262,193, respectively, of pledged fixed maturity securities related to secured trust deposits			$	2,174,817			$	1,615,704
	Equity securities, at fair value				115,070				65,407
	Other long-term investments				21,219				17,596
	Short-term investments, at December 31, 2004 and 2003 includes $280,351 and $185,956, respectively, of pledged short-term investments related to secured trust deposits				508,383				811,475
		Total investments			2,819,489				2,510,182
Cash and cash equivalents, at December 31, 2004 and 2003 includes $195,200 and $231,142, respectively, of pledged cash related to secured trust deposits					268,414				395,857
Trade receivables, net of allowance of $11,792 in 2004 and $12,833 in 2003					145,447				132,579
Notes receivable, net of allowance of $1,740 in 2004 and $1,555 in 2003 and includes notes from related parties of $22,800 in 2004 and $26,598 in 2003					39,196				41,358
Goodwill					959,600				920,278
Prepaid expenses and other assets					311,730				296,942
Title plants					301,610				280,024
Property and equipment, net					164,916				161,368
Due from FNF					63,689				44,076
				$	5,074,091			$	4,782,664
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	603,705			$	591,535
	Notes payable				22,390				54,259
	Reserve for claim losses				980,746				932,439
	Secured trust deposits				735,295				671,882
	Deferred tax liabilities				51,248				60,875
					2,393,384				2,310,990
	Minority interests				3,951				2,488
Equity:
	Investment by FNF				2,719,056				2,481,038
	Accumulated other comprehensive loss				(42,300	)			(11,852	)
					2,676,756				2,469,186
				$	5,074,091			$	4,782,664

F-3

---

Table of Contents

				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Revenue:
	Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
	Agency title insurance premiums, includes $106.3 million, $284.9 million and $53.0 million of premiums from related parties in 2004, 2003 and 2002, respectively (see Note A)				2,714,770				2,595,433				1,989,958
		Total title premiums			4,718,217				4,700,750				3,547,727
	Escrow and other title related fees, includes $8.4 million, $7.3 million and $6.7 million of revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				1,039,835				1,058,729				790,787
		Total title and escrow			5,758,052				5,759,479				4,338,514
	Interest and investment income, includes $1.0 million, $0.7 million and $0.5 million of interest revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				64,885				56,708				72,305
	Realized gains and losses, net				22,948				101,839				584
	Other income				43,528				52,689				55,927
					5,889,413				5,970,715				4,467,330
Expenses:
	Personnel costs, excludes $34.5 million, $14.8 million and $9.9 million of personnel costs allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				1,680,805				1,692,895				1,260,070
	Other operating expenses, includes $53.8 million, $15.8 million and $4.9 million of other operating expenses from related parties net of amounts allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				849,554				817,597				633,193
	Agent commissions, includes agent commissions of $93.6 million, $250.7 million and $46.7 million paid to related parties in 2004, 2003 and 2002, respectively (see Note A)				2,117,122				2,035,810				1,567,112
	Depreciation and amortization				95,718				79,077				53,042
	Provision for claim losses				259,402				248,834				175,963
	Interest expense				3,885				4,582				8,586
					5,006,486				4,878,795				3,697,966
	Earnings before income taxes and minority interest				882,927				1,091,920				769,364
	Income tax expense				323,598				407,736				276,970
	Earnings before minority interest				559,329				684,184				492,394
	Minority interest				1,165				859				624
		Net earnings		$	558,164			$	683,325			$	491,770
		Unaudited proforma net earnings per share — basic and diluted		$	3.22				—				—
		Unaudited proforma weighted average shares outstanding — basic and diluted			172,951				—				—

F-4

---

Table of Contents

							Accumulated Other
			Investment by				Comprehensive								Comprehensive
			FNF				Earnings (Loss)				Total Equity				Earnings (Loss)
			(In thousands)
Balance, December 31, 2001			$	1,740,917			$	470			$	1,741,387			$	—
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(15,871	)			(15,871	)			(15,871	)
	Other comprehensive earnings-unrealized gain on investments — net of tax			—				26,882				26,882				26,882
	Net contribution of capital			144,016				—				144,016
	Dividend to FNF			(153,700	)			—				(153,700	)
	Net earnings			491,770				—				491,770				491,770
Balance, December 31, 2002				2,223,003				11,481				2,234,484				502,781
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(9,988	)			(9,988	)			(9,988	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(13,345	)			(13,345	)			(13,345	)
	Net distribution of capital			(16,390	)			—				(16,390	)
	Dividend to FNF			(408,900	)			—				(408,900	)
	Net earnings			683,325				—				683,325				683,325
Balance, December 31, 2003				2,481,038				(11,852	)			2,469,186				659,992
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(11,764	)			(11,764	)			(11,764	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(18,684	)			(18,684	)			(18,684	)
	Net contribution of capital			117,854				—				117,854				—
	Dividend to FNF			(438,000	)			—				(438,000	)			—
	Net earnings			558,164				—				558,164				558,164
Balance, December 31, 2004			$	2,719,056				(42,300	)		$	2,676,756			$	527,716

F-5

---

Table of Contents

				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	558,164			$	683,325			$	491,770
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			95,718				79,077				53,042
		Net increase in reserve for claim losses			6,088				38,158				6,920
		Gain on sales of investments and other assets			(22,948	)			(101,839	)			(584	)
		Stock-based compensation cost			5,418				4,864				—
Changes in assets and liabilities, net of effects from acquisitions:
		Net decrease (increase) in secured trust deposits			1,514				11,647				(5,129	)
		Net increase in trade receivables			(11,241	)			(7,630	)			(35,000	)
		Net decrease in prepaid expenses and other assets			18,295				58,829				105,916
		Net (decrease) increase in accounts payable, accrued liabilities and minority interests			(12,309	)			62,735				112,437
		Net increase in income taxes			7,099				23,462				21,928
	Net cash provided by operating activities				645,798				852,628				751,300
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				2,579,401				1,849,862				1,061,356
	Proceeds from maturities of investment securities available for sale				204,783				318,302				161,538
	Proceeds from sales of real estate, property and equipment				5,620				5,141				2,765
	Collections of notes receivable				7,788				15,480				22,764
	Additions to title plants				(6,533	)			(1,105	)			(569	)
	Additions to property and equipment				(70,636	)			(80,418	)			(64,093	)
	Additions to capitalized software				(415	)			(16,133	)			(35,048	)
	Additions to notes receivable				(5,414	)			(3,665	)			—
	Purchases of investment securities available for sale				(3,244,321	)			(2,184,319	)			(1,387,840	)
	Net proceeds (purchases) of short-term investment activities				277,736				(76,192	)			(288,788	)
	Acquisition of businesses, net of cash acquired				(115,712	)			(8,352	)			10,633
		Net cash used in investing activities			(367,703	)			(181,399	)			(517,282	)
Cash Flows From Financing Activities:
	Borrowings				132				238				21,063
	Debt service payments				(33,367	)			(56,062	)			(89,365	)
	Net contribution from (distribution to) parent				101,639				(180,118	)			2,510
	Dividends paid				(438,000	)			(408,900	)			(153,700	)
	Net cash used in financing activities				(369,596	)			(644,842	)			(219,492	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				(91,501	)			26,387				14,526
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				164,715				138,328				123,802
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	73,214			$	164,715			$	138,328

F-6

---

Table of Contents

A.	Summary of Significant Accounting Policies

F-7

---

Table of Contents

		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2

Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

F-8

---

Table of Contents

F-9

---

Table of Contents

		As of December 31
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

	Investments

F-10

---

Table of Contents

	Cash and Cash Equivalents

	Fair Value of Financial Instruments

	Trade and Notes Receivables

	Goodwill

	Other Intangible Assets

F-11

---

Table of Contents

	Capitalized Software

	Title Plants

	Property and Equipment

	Reserve for Claim Losses

F-12

---

Table of Contents

	Secured Trust Deposits

	Income Taxes

	Reinsurance

	Revenue Recognition

	Stock-Based Compensation Plans

F-13

---

Table of Contents

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net earnings, as reported		$	558,164			$	683,325			$	491,770
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,360				3,016				—
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects			(4,268	)			(8,124	)			(12,071	)
Pro forma net earnings		$	557,256			$	678,217			$	479,699

	Management Estimates

	American Pioneer Title Insurance Company

F-14

---

Table of Contents

	LandCanada

	Key Title Company

			December 31, 2004
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	707,007			$	708,885			$	1,058			$	(2,936	)		$	707,007
	States and political subdivisions			991,696				982,794				11,975				(3,073	)			991,696
	Corporate debt securities			388,429				392,518				320				(4,409	)			388,429
	Foreign government bonds			4,189				4,178				11				—				4,189
	Mortgage-backed securities			83,496				83,311				354				(169	)			83,496
			$	2,174,817			$	2,171,686			$	13,718			$	(10,587	)		$	2,174,817

F-15

---

Table of Contents

			December 31, 2003
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	495,665			$	488,694			$	7,082			$	(111	)		$	495,665
	States and political subdivisions			787,385				767,459				20,091				(165	)			787,385
	Corporate debt securities			269,555				268,596				2,091				(1,132	)			269,555
	Foreign government bonds			3,535				3,522				13				—				3,535
	Mortgage-backed securities			59,564				58,294				1,271				(1	)			59,564
			$	1,615,704			$	1,586,565			$	30,548			$	(1,409	)		$	1,615,704

		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		December 31,
		2004								2003
						Fair								Fair
		Cost				Value				Cost				Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
		$	108,574			$	115,070			$	54,401			$	65,407

F-16

---

Table of Contents

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Cash and cash equivalents		$	1,909			$	1,513			$	1,332
Fixed maturity securities			55,817				45,973				55,502
Equity securities			(44	)			1,749				1,635
Short-term investments			5,435				5,594				10,624
Notes receivable			1,768				1,879				3,212
		$	64,885			$	56,708			$	72,305

F-17

---

Table of Contents

		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2004		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	576,655			$	(2,725	)		$	40,517			$	(211	)		$	617,172			$	(2,936	)
States and political subdivisions			286,222				(2,609	)			39,019				(462	)			325,241				(3,071	)
Mortgage-backed securities			22,309				(170	)			—				—				22,309				(170	)
Corporate debt securities			242,147				(2,615	)			114,808				(1,794	)			356,955				(4,409	)
Equity securities			64,739				(1,998	)			33,554				(1,332	)			98,293				(3,330	)
Total temporary impaired securities		$	1,192,072			$	(10,117	)		$	227,898			$	(3,799	)		$	1,419,970			$	(13,916	)

		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2003		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	81,137			$	(111	)		$	—			$	—			$	81,137			$	(111	)
States and political subdivisions			40,258				(165	)			—				—				40,258				(165	)
Mortgage-backed securities			2,782				(1	)			—				—				2,782				(1	)
Corporate debt securities			121,096				(1,121	)			2,712				(11	)			123,808				(1,132	)
Equity securities			33,196				(273	)			—				(73	)			33,196				(346	)
Total temporary impaired securities		$	278,469			$	(1,671	)		$	2,712			$	(84	)		$	281,181			$	(1,755	)

F-18

---

Table of Contents

D.	Property and Equipment

		December 31,
		2004				2003
		(In thousands)
Land		$	3,968			$	4,904
Buildings			22,726				26,399
Leasehold improvements			71,475				66,042
Furniture, fixtures and equipment			348,229				301,152
			446,398				398,497
Accumulated depreciation and amortization			(281,482	)			(237,129	)
		$	164,916			$	161,368

E.	Goodwill

Balance, December 31, 2002		$	811,611
Goodwill acquired during the year			108,667
Balance, December 31, 2003			920,278
Goodwill acquired during the year			39,322
Balance, December 31, 2004		$	959,600

F.	Accounts Payable and Accrued Liabilities

		December 31,
		2004				2003
		(Dollars in thousands)
Salaries and incentives		$	186,057			$	164,620
Accrued benefits			218,121				165,127
Trade accounts payable			33,958				80,968
Accrued recording fees and transfer taxes			48,827				54,045
Accrued premium taxes			24,343				34,008
Other accrued liabilities			92,399				92,767
		$	603,705			$	591,535

G.	Notes Payable

F-19

---

Table of Contents

H.	Income Taxes

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Current		$	298,737			$	311,435			$	266,996
Deferred			24,861				96,301				9,974
		$	323,598			$	407,736			$	276,970

		2004				2003				2002
Statement of earnings		$	323,598			$	407,736			$	276,970
Other comprehensive income:
Minimum pension liability adjustment			(6,909	)			(6,401	)			(10,170	)
Unrealized gains on investment securities, net			(10,786	)			(7,939	)			15,121
Total income tax expense (benefit) allocated to other comprehensive income			(17,695	)			(14,340	)			4,951
Total income taxes		$	305,903			$	393,396			$	281,921

		Year Ended
		December 31,
		2004				2003				2002
Federal statutory rate			35.0	%			35.0	%			35.0	%
Federal benefit of state taxes			(0.8	)			(0.9	)			(0.9	)
Tax exempt interest income			(1.0	)			(0.6	)			(0.9	)
State income taxes			2.3				2.5				2.6
Non-deductible expenses			0.6				0.5				0.1
Other			0.5				0.8				0.1
			36.6	%			37.3	%			36.0	%

				December 31,
				2004				2003
				(In thousands)
Deferred Tax Assets:
	Employee benefit accruals			$	68,278			$	43,011
	Pension				24,318				25,294
	Accrued liabilities				8,474				10,480
	State income taxes				10,793				12,915
	Other				8,777				12,031
	Lease accounting				—				3,223
	Insurance reserve basis differences				—				22,051
		Total deferred tax assets			120,640				129,005

F-20

---

Table of Contents

				December 31,
				2004				2003
				(In thousands)
Deferred Tax Liabilities:
	Amortization of goodwill and intangible assets				(27,040	)			(62,697	)
	Title plant				(58,141	)			(54,641	)
	Other				(18,973	)			(32,698	)
	Depreciation				(22,083	)			(20,143	)
	Insurance reserve basis differences				(26,589	)			—
	Investment securities				(8,395	)			(10,665	)
	Bad debts				(10,667	)			(9,036	)
		Total deferred tax liabilities			(171,888	)			(189,880	)
		Net deferred tax liability		$	(51,248	)		$	(60,875	)

I.	Summary of Reserve for Claim Losses

					Year Ended December 31,
					2004				2003				2002
					(In thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title premiums						5.5	%			5.3	%			5.0	%

F-21

---

Table of Contents

(1)	The Company assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. The Company assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

J.	Commitments and Contingencies

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies” when

F-22

---

Table of Contents

		making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

F-23

---

Table of Contents

2005			$	109,380
2006				94,805
2007				75,338
2008				51,216
2009				28,933
Thereafter				19,699
	Total future minimum operating lease payments		$	379,371

K.	Regulation

F-24

---

Table of Contents

L.	Employee Benefit Plans

	Stock Purchase Plan

	401(k) Profit Savings Plan

	Stock Option Plans

F-25

---

Table of Contents

F-26

---

Table of Contents

				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	131,984			$	111,132			$	103,268
	Service cost				—				—				—
	Interest cost				8,650				8,104				7,582
	Actuarial loss				20,918				20,676				16,085
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Net benefit obligation at end of year		$	150,255			$	131,984			$	111,132
Change in Pension Plan Assets:
	Fair value of plan assets at beginning of year			$	77,700			$	66,232			$	76,019
	Actual return on plan assets				2,811				7,196				(7,595	)
	Employer contributions				18,000				12,200				13,611
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Fair value of plan assets at end of year		$	87,214			$	77,700			$	66,232
	Funded status at end of year			$	(63,041	)		$	(54,284	)		$	(44,900	)
	Unrecognized net actuarial loss				80,261				61,588				45,173
		Net amount recognized at end of year		$	17,220			$	7,304			$	273

F-27

---

Table of Contents

				2004				2003				2002
				(In thousands)
Service cost				$	—			$	—			$	—
Interest cost					8,650				8,104				7,582
Expected return on assets					(7,570	)			(7,128	)			(7,639	)
Amortization of actuarial loss					7,004				4,193				634
	Total net periodic (income) expense			$	8,084			$	5,169			$	577
One time charges:
		Settlement charge			—				—				4,604
	Total net expense			$	8,084			$	5,169			$	5,181

	Pension Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Rate of compensation increase			N/A	(a)			N/A	(a)

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Expected return on plan assets			8.5	%			8.5	%			9.0	%
Rate of compensation increase			N/A	(a)			N/A	(a)			N/A	(a)

(a)	Rate of compensation increase is not applicable due to the pension being frozen at December 31, 2000.

F-28

---

Table of Contents

			Target				Percentage of
			Allocation				Plan Assets
Asset Category			2005				2004				2003
Equity securities				50–55	%			—				58.7	%
Debt securities				15–25				—				18.8
Insurance annuities				10–20				—				13.9
Other (Cash)				5–25	%			100.0	%(a)			8.6
	Total							100.0	%			100.0	%

(a)	Investments were all cash at December 31, 2004 as the Company was in the process of transferring the assets from one investment manager to another.

	Pension Plan Cash Flows

	Plan Contributions

	Plan Benefit Payments

Actual Benefit Payments
2003		$	7,928
2004			11,927
Expected Future Payments
2005		$	10,164
2006			9,959
2007			10,094
2008			10,232
2009			10,179
2010–2014			51,614

	Postretirement Plans

F-29

---

Table of Contents

				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	22,684			$	22,757			$	22,405
	Service cost				205				221				247
	Interest cost				1,281				1,405				1,546
	Plan participants’ contributions				1,513				1,646				1,643
	Plan amendments				—				—				—
	Actuarial (gain) loss				(348	)			537				360
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Net benefit obligation at end of year		$	21,440			$	22,684			$	22,757
Change in Plan Assets:
	Fair value of plan assets at beginning of year			$	—			$	—			$	—
	Employer contributions				2,382				2,236				1,801
	Plan participants’ contributions				1,513				1,646				1,643
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Fair value of plan assets at end of year		$	—			$	—			$	—
	Funded status at end of year			$	(21,440	)		$	(22,684	)		$	(22,757	)
	Unrecognized net actuarial loss				4,533				5,212				4,950
	Unrecognized prior service cost				(1,610	)			(4,315	)			(7,019	)
	Net accrued cost of accumulated postretirement benefit obligation included in accounts payable and accrued liabilities			$	(18,517	)		$	(21,787	)		$	(24,826	)

F-30

---

Table of Contents

				2004				2003				2002
				(In thousands)
Service cost				$	205			$	221			$	247
Interest cost					1,281				1,405				1,546
Amortization of prior service cost					(2,704	)			(2,704	)			(2,704	)
Amortization of actuarial loss					330				274				330
		Total net periodic (income) expense		$	(888	)		$	(804	)		$	(581	)
One time charges:
Curtailment charge (credit)					—				—				—
	Total net benefit (income) expense			$	(888	)		$	(804	)		$	(581	)

	Postretirement Benefit Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Health care cost trend rate assumed for next year			9	%			10	%
Rate that the cost trend rate gradually declines to			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Health care cost trend rate assumed for next year			10	%			11	%			12	%
Rate that the cost trend rate gradually declines to			5	%			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009				2009

		One-Percentage-Point				One-Percentage-Point
		Increase				Decrease
		(In thousands)
Effect on total of service and interest cost		$	87			$	(79	)
Effect on postretirement benefit obligation		$	1,156			$	(1,047	)

F-31

---

Table of Contents

	Postretirement Cash Flows

Benefit Payments
2003		$	2,236
2004			1,513
Expected Future Payments
2005		$	2,145
2006			2,328
2007			2,481
2008			2,579
2009			2,598
2010-2014			11,446

M.	Supplementary Cash Flow Information

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Cash paid during the year:
	Interest		$	3,934			$	4,725			$	12,822
Acquisitions:
	Fair value of assets acquired		$	162,245			$	217,132			$	129,841
	Less: Liabilities assumed			46,533				48,543				29
	Total purchase price			115,712				168,589				129,812
	Less: Cash purchase price, net of cash acquired			115,712				8,352				(10,633	)
	Non-cash purchase price		$	—			$	160,237			$	140,445
	Other non-cash contributions of capital primarily stock option allocation		$	4,276			$	3,491			$	1,061
	Total non-cash contribution of capital		$	4,276			$	163,728			$	141,506

N.	Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk

F-32

---

Table of Contents

O.	Recent Accounting Pronouncements

F-33

---

Table of Contents

			September 30,				December 31,
			2005				2004
			(Unaudited)
			(In thousands, except share and
			per share data)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at September 30, 2005 includes $310,860 and $143,901 of pledged fixed maturities related to secured trust deposits and the securities lending program, respectively, and at December 31, 2004 includes $265,639 of pledged fixed maturity securities related to secured trust deposits		$	2,440,306			$	2,174,817
	Equity securities, at fair value at September 30, 2005 includes $2,331 of pledged equities related to the securities lending program			142,387				115,070
	Other long-term investments			22,609				21,219
	Short-term investments, at fair value, at September 30, 2005 includes $398,422 and at December 31, 2004 includes $280,351 of pledged short-term investments related to secured trust deposits			739,509				508,383
	Total investments			3,344,811				2,819,489
Cash and cash equivalents, at September 30, 2005 includes $301,794 and $151,322 of pledged cash related to secured trust deposits and the securities lending program, respectively, and at December 31, 2004 includes $195,200 of pledged cash related to secured trust deposits				528,323				268,414
Trade receivables, net of allowance of $12,705 in 2005 and $11,792 in 2004				211,023				145,447
Notes receivable, net of allowance of $1,466 at September 30, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at September 30, 2005 and December 31, 2004				37,735				39,196
Goodwill				1,074,017				959,600
Prepaid expenses and other assets				349,903				311,730
Title plants				304,885				301,610
Property and equipment, net				158,254				164,916
Due from FNF				—				63,689
			$	6,008,951			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities		$	833,289			$	603,705
	Notes payable, including $650.0 million of notes payable to FNF at September 30, 2005			657,076				22,390
	Reserve for claim losses			1,025,718				980,746
	Secured trust deposits			1,004,122				735,295
	Deferred tax liabilities			77,536				51,248
	Due to FNF			9,740				—
				3,607,481				2,393,384
	Minority interests			4,801				3,951
Equity:
	Accumulated other comprehensive loss			(72,107	)			(42,300	)
	Investment by FNF			2,468,776				2,719,056
				2,396,669				2,676,756
			$	6,008,951			$	5,074,091

F-34

---

Table of Contents

				Nine Months Ended
				September 30,
				2005				2004
				(In thousands,
				except per share data)
				(Unaudited)
Revenue:
	Direct title insurance premiums			$	1,643,574			$	1,491,375
	Agency title insurance premiums				2,083,317				2,110,142
	Escrow and other title related fees				868,375				779,910
	Interest and investment income				77,066				45,549
	Realized gains and losses, net				25,505				17,595
	Other income				31,481				34,307
		Total revenue			4,729,318				4,478,878
Expenses:
	Personnel costs				1,415,928				1,267,871
	Other operating expenses				699,844				640,290
	Agent commissions				1,617,260				1,651,066
	Depreciation and amortization				73,207				69,100
	Provision for claim losses				254,289				194,505
	Interest expense				5,393				3,086
		Total expenses			4,065,921				3,825,918
Earnings before income taxes and minority interest					663,397				652,960
Income tax expense					248,774				238,983
Earnings before minority interest					414,623				413,977
Minority interest					1,992				809
		Net earnings		$	412,631			$	413,168
Pro forma basic and diluted earnings per share				$	2.38			$	2.38
Pro forma weighted average shares outstanding, basic and diluted					173,520				173,520

F-35

---

Table of Contents

			Nine Months Ended
			September 30,
			2005				2004
			(In thousands)
			(Unaudited)
Net earnings			$	412,631			$	413,168
Other comprehensive earnings (loss):
	Unrealized loss on investments and other financial instruments, net(1)			(23,989	)			(22,701	)
	Reclassification adjustments for (gains) losses included in net earnings(2)			(5,818	)			(7,480	)
Other comprehensive loss				(29,807	)			(30,181	)
Comprehensive earnings			$	382,824			$	382,987

(1)	Net of income tax (benefit) expense of $(14.2) million and $(13.9) million for the nine months ended September 30, 2005 and 2004, respectively.
(2)	Net of income tax (benefit) expense of $3.6 million and $4.6 million for the nine months ended September 30, 2005 and 2004, respectively.

F-36

---

Table of Contents

							Accumulated Other
			Investment				Comprehensive
			by FNF				Earnings (Loss)				Total Equity
			(In thousands)
			(Unaudited)
Balance, December 31, 2004			$	2,719,056			$	(42,300	)		$	2,676,756
	Other comprehensive loss — unrealized loss on investments and other financial instruments			—				(29,807	)			(29,807	)
	Net contribution of capital			144,664				—				144,664
	Dividend to FNF			(807,575	)			—				(807,575	)
	Net earnings			412,631				—				412,631
Balance, September 30, 2005			$	2,468,776			$	(72,107	)		$	2,396,669

F-37

---

Table of Contents

				Nine Months Ended
				September 30,
				2005				2004
				(In thousands)
				(Unaudited)
Cash Flows From Operating Activities:
	Net earnings			$	412,631			$	413,168
	Reconciliation of net earnings to net cash provided by operating activities:
		Depreciation and amortization			73,207				69,100
		Net increase in reserve for claim losses			43,925				16,746
		Gain on sales of assets			(25,505	)			(17,595	)
		Minority interest			1,992				809
	Change in assets and liabilities, net of effects from acquisitions:
		Net increase in trade receivables			(63,312	)			(20,443	)
		Net increase in prepaid expenses and other assets			(3,182	)			6,331
		Net increase (decrease) in accounts payable, accrued liabilities			9,739				(94,440	)
		Net increase in income taxes			145,335				293,132
		Net cash provided by operating activities			594,830				666,808
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				1,883,026				1,767,471
	Proceeds from maturities of investment securities available for sale				262,008				144,457
	Proceeds from sale of assets				40,831				4,440
	Cash received as collateral on loaned securities, net				3,026				—
	Collections of notes receivable				9,180				3,049
	Additions to title plants				(4,065	)			(6,414	)
	Additions to property and equipment				(69,925	)			(52,320	)
	Additions to capitalized software				(4,316	)			(385	)
	Purchases of investment securities available for sale				(2,154,842	)			(2,449,912	)
	Net proceeds (purchases) of short-term investment securities				(232,280	)			251,477
	Issuance of notes receivable				(7,868	)			(4,680	)
	Acquisitions of businesses, net of cash acquired				(135,438	)			(110,812	)
		Net cash used in investing activities			(410,663	)			(453,629	)
Cash Flows From Financing Activities:
	Borrowings			$	650,174			$	132
	Debt service payments				(18,115	)			(26,065	)
	Dividends paid				(807,575	)			(159,600	)
	Contribution from (distribution to) FNF				144,664				(133,083	)
	Net cash (used in) provided by financing activities				(30,852	)			(318,616	)
	Net increase (decrease) in cash and cash equivalents, excluding pledged cash related to secured trust deposits				153,315				(105,437	)
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits at beginning of period				73,214				164,715
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits at end of period			$	226,529			$	59,278

F-38

---

Table of Contents

	Description of Business

	Principles of Combination and Basis of Presentation

F-39

---

Table of Contents

	Unaudited Proforma Net Earnings Per Share

	Transactions with Related Parties

		Nine Months
		Ended
		September 30,
		2005				2004
		(In millions)
Agency title premiums earned		$	69.7			$	95.6
Rental income earned			5.0				4.8
Interest revenue			0.7				0.3
Total revenue			75.4				100.7
Agency title commissions			61.3				84.2
Data processing costs			41.4				46.3
Corporate services allocated			(26.0	)			(49.9	)
Title insurance information expense			18.1				22.4
Other real-estate related information			10.8				7.1
Software expense			5.7				4.3
Rental expense			2.6				1.9
Total expenses			113.9				116.3
Total pretax impact of related party activity		$	(38.5	)		$	(15.6	)

F-40

---

Table of Contents

F-41

---

Table of Contents

		September 30,				December 31,
		2005				2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
Due from (to) FNF			(9.7	)			63.7
Notes payable to FNF (See Note E)			650.0				—

	Service Link L.P.

	American Pioneer Title Insurance Company

F-42

---

Table of Contents

			Less than 12 Months								12 Months or Longer								Total
							Unrealized								Unrealized								Unrealized
			Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies			$	619,806			$	(10,370	)		$	233,469			$	(2,979	)		$	853,275			$	(13,349	)
States and political subdivisions				572,242				(5,382	)			129,767				(3,124	)			702,008				(8,506	)
Corporate securities				295,230				(4,073	)			239,053				(5,605	)			534,283				(9,678	)
Equity securities				95,714				(15,515	)			31				(39	)			95,745				(15,554	)
	Total temporarily impaired securities		$	1,582,992			$	(35,340	)		$	602,320			$	(11,747	)		$	2,185,311			$	(47,087	)

F-43

---

Table of Contents

		Nine Months Ended
		September 30,
		2005				2004
		(In thousands, except per
		share amounts)
Net earnings, as reported		$	412,631			$	413,168
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			5,375				2,020
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(5,983	)			(3,168	)
Pro forma net earnings		$	412,023			$	412,020
Pro forma net earnings per share — basic and diluted, as reported		$	2.38			$	2.38
Pro forma net earnings per share — basic and diluted, as reported — adjusted for SFAS 123 effects		$	2.37			$	2.37

		September 30,				December 31,
		2005				2004
Unsecured note due to FNF, interest payable semiannually at 3.55%, due August, 2008, refinanced October 24, 2005		$	150,000			$	—
Unsecured note due to FNF, net of discount, interest payable semiannually at 7.3%, due August, 2011			250,000				—
Unsecured note due to FNF, net of discount, interest payable semiannually at 5.25%, due March, 2013			250,000				—
Other promissory notes with various interest rates and maturities			7,076				22,390
		$	657,076			$	22,390

F-44

---

Table of Contents

2005		$	3,923
2006			—
2007			3,153
2008			150,000
2009			—
Thereafter			500,000
		$	657,076

			For the Nine Months Ended September 30,
			2005				2004				2005				2004
			Pension Benefits								Postretirement Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	114			$	155
Interest cost				6,261				6,488				888				959
Expected return on assets				(5,877	)			(5,678	)			—				—
Amortization of prior service cost				—				—				(1,152	)			(2,028	)
Amortization of actuarial loss				6,621				5,253				411				248
	Total net periodic (income) expense		$	7,005			$	6,063			$	261			$	(666	)

F-45

---

Table of Contents

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follows the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

F-46

---

Table of Contents

F-47

---

Table of Contents

F-48

---

Table of Contents

By overnight delivery, mail or hand:		By facsimile transmission:
48 Wall Street, 22nd Floor		(for eligible institutions only)
New York, New York 10005		(212) 809-8839
Attn: Gina Ruotolo
		To confirm facsimile transmission:
		(212) 493-6958

---

Table of Contents

Item 21.	Exhibits and Financial Statement Schedules

	(a)	Exhibits

Exhibit
Number				Description
	1	.1		Form of Dealer Manager Agreement between the Registrant and Lehman Brothers Inc.**
	3	.1		Amended and Restated Certificate of Incorporation, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 19, 2005.
	3	.2		Amended and Restated Bylaws of the Registrant.†
	4	.1		Indenture, dated as of August 20, 2001, by and between FNF and The Bank of New York.**
	4	.2		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of August 20, 2001, setting the terms of the 7.30% FNF notes due 2011.**
	4	.3		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of March 11, 2003, setting the terms of the 5.25% FNF notes due 2013.**
	4	.4		Form of First Supplemental Indenture.**
	4	.5		Form of Indenture between the Registrant and The Bank of New York Trust Company, N.A. relating to the FNT notes.**
	4	.6		Form of 7.30% FNT note due August 15, 2011.**
	4	.7		Form of 5.25% FNT note due March 15, 2013.**
	5	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding the legality of the securities.**

II-1

---

Table of Contents

Exhibit
Number				Description
	8	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding material U.S. federal income tax consequences.*
	10	.1		Separation Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.2		Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.3		Reverse Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.4		Tax Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.5		Employee Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.6		Registration Rights Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.7		Intellectual Property Cross License Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.8		Sublease Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.9		Assignment, Assumption and Novation Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.10		Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.11		Reverse Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.12		Starters Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.13		Back Plant Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.14		License and Services Agreement dated September 27, 2005 between FIS and the Registrant.**
	10	.15		Lease Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.16		Master Information Technology Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.17		SoftPro Software License Agreement dated September 27, 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		7.30% Mirror Note due 2011.**
	10	.19		5.25% Mirror Note due 2013.**
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***

II-2

---

Table of Contents

Exhibit
Number				Description
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.†
	10	.50		Fidelity National Title Group, Inc. Employee Stock Purchase Plan.†
	10	.51		Form of Restricted Stock Grant Agreement, incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 15, 2005.

II-3

---

Table of Contents

Exhibit
Number				Description
	10	.52		Credit Agreement, dated October 17, 2005 between the Registrant, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and certain agents and other lenders party thereto, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 21, 2005 as Exhibit 10.1.
	12	.1		FNF statement of computation of ratio of earnings to fixed charges**
	12	.2		FNT statement of computation of ratio of earnings to fixed charges**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consents of KPMG LLP, Independent Registered Public Accounting Firm.*
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).**
	23	.3		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 8.1).*
	24	.1		Power of Attorney (included on signature page of this registration statement as previously filed).**
	25	.1		Statement of Eligibility of The Bank of New York Trust Company, N.A. under the Trust Indenture Act of 1939, as trustee under the FNT indenture.**
	99	.1		Form of Letter of Transmittal and Consent.**
	99	.2		Form of Letter to Depository Trust Company Participants.**
	99	.3		Form of Letter to Beneficial Owners.**

*	Filed herewith
**	Previously filed
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 26, 2005

†	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 1-32630).

II-4

---

Table of Contents

II-5

---

Table of Contents

		Balance at				Charge to												Balance at
		Beginning				Costs and				Other				Deduction				End of
Description		of Period				Expenses				(Described)				(Described)				Period
Year ended December 31, 2004
Provision for claim losses			932,439				259,402				38,597	(3)			249,692	(1)			980,746
Allowance on trade receivables		$	12,833			$	228			$	—			$	1,269	(2)		$	11,792
Allowance on notes receivable			1,555				185				—				—				1,740
Year ended December 31, 2003
Provision for claim losses			887,973				248,834				4,203	(4)			208,571	(1)			932,439
Allowance on trade receivables			10,148				456				2,229	(2)			—				12,833
Allowance on notes receivable			1,001				554				—				—				1,555
Year ended December 31, 2002
Provision for claim losses		$	881,053			$	175,963				—			$	169,043	(1)		$	887,973
Allowance on trade receivables			9,707				1,317				—				876	(2)			10,148
Allowance on notes receivable			5,093				—				—				4,092	(2)			1,001

(1)	Represents payments of claim losses, net of recoupments
(2)	Represents uncollectible accounts written off, change in reserve due to reevaluation of specific items
(3)	Represents reserve for claim losses assumed in the acquisition of APTIC in 2004
(4)	Represents reserve for claim losses assumed in the acquisition of ANFI in 2003

	(a) The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

II-6

---

Table of Contents

		securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Fidelity National Financial, Inc.’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of a Fidelity National Financial, Inc. employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(d)	The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(e)	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

---

Table of Contents

	Fidelity National Title Group, Inc.

	By:	/s/ Anthony J. Park

	Name: Anthony J. Park
	Title: Chief Financial Officer

By:		*        William P. Foley, II		Chairman of the Board of Directors		December 8, 2005
By:		*        Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)		December 8, 2005
By:		/s/ Anthony J. Park        Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)		December 8, 2005
By:		*        Willie M. Davis		Director		December 8, 2005
By:		*        John F. Farrell, Jr.		Director		December 8, 2005
By:		*        Philip G. Heasley		Director		December 8, 2005
By:		*        William A. Imparato		Director		December 8, 2005
By:		*        Donald M. Koll		Director		December 8, 2005
By:		*        General William Lyon		Director		December 8, 2005
By:		*        Frank P. Willey		Director		December 8, 2005
By:		/s/ Anthony J. Park        Anthony J. Park      Attorney in Fact

II-8

---

Table of Contents

Exhibit
Number				Description
	1	.1		Form of Dealer Manager Agreement between the Registrant and Lehman Brothers Inc.**
	3	.1		Amended and Restated Certificate of Incorporation, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 19, 2005, as Exhibit 3.1.
	3	.2		Amended and Restated Bylaws of the Registrant.†
	4	.1		Indenture, dated as of August 20, 2001, by and between FNF and The Bank of New York.**
	4	.2		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of August 20, 2001, setting the terms of the 7.30% FNF notes due 2011.**
	4	.3		Certificate of Executive Vice President and Chief Financial Officer and Vice President and Assistant Corporate Secretary, dated as of March 11, 2003, setting the terms of the 5.25% FNF notes due 2013.**
	4	.4		Form of First Supplemental Indenture.**
	4	.5		Form of Indenture between the Registrant and The Bank of New York Trust Company, N.A. relating to the FNT notes.**
	4	.6		Form of 7.30% FNT note due August 15, 2011.**
	4	.7		Form of 5.25% FNT note due March 15, 2013.**
	5	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding the legality of the securities.**
	8	.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP regarding material U.S. federal income tax consequences.*
	10	.1		Separation Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.2		Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.3		Reverse Corporate Services Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.4		Tax Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.5		Employee Matters Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.6		Registration Rights Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.7		Intellectual Property Cross License Agreement, dated September 27, 2005 between FNF and the Registrant.**
	10	.8		Sublease Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.9		Assignment, Assumption and Novation Agreement dated September 27, 2005 between FNF and the Registrant.**
	10	.10		Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.11		Reverse Corporate Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.12		Starters Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.13		Back Plant Repository Access Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.14		License and Services Agreement dated September 27, 2005 between FIS and the Registrant.**
	10	.15		Lease Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.16		Master Information Technology Services Agreement, dated September 27, 2005 between FIS and the Registrant.**
	10	.17		SoftPro Software License Agreement dated September 27, 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		7.30% Mirror Note due 2011.**
	10	.19		5.25% Mirror Note due 2013.**

---

Table of Contents

Exhibit
Number				Description
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***

---

Table of Contents

Exhibit
Number				Description
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.†
	10	.50		Fidelity National Title Group, Inc. Employee Stock Purchase Plan.†
	10	.51		Form of Restricted Stock Grant Agreement, incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 15, 2005.
	10	.52		Credit Agreement, dated October 17, 2005 between the Registrant, Bank of America, N.A., as Administrative Agent and Swing Line Lender, and certain agents and other lenders party thereto, incorporated by reference to the Registrant’s current report on Form 8-K (File No. 1-32630) filed on October 21, 2005 as Exhibit 10.1.
	12	.1		FNF statement of computation of ratio of earnings to fixed charges**
	12	.2		FNT statement of computation of ratio of earnings to fixed charges**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consents of KPMG LLP, Independent Registered Public Accounting Firm.*
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).**
	23	.3		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 8.1).*
	24	.1		Power of Attorney (included on signature page of this registration statement as previously filed).**
	25	.1		Statement of Eligibility of The Bank of New York Trust Company, N.A. under the Trust Indenture Act of 1939, as trustee under the FNT indenture.**
	99	.1		Form of Letter of Transmittal and Consent.**
	99	.2		Form of Letter to Depository Trust Company Participants.**
	99	.3		Form of Letter to Beneficial Owners.**

*	Filed herewith
**	Previously filed
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-126402) filed on September 26, 2005

†	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 1-32630)