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

Peter T. Sadowski		Robert S. Rachofsky
General Counsel		LeBoeuf, Lamb, Greene & MacRae LLP
Fidelity National Financial, Inc.		125 West 55th Street
601 Riverside Avenue		New York, NY 10019-5389
Jacksonville, Florida 32204		(212) 424-8000
(904) 854-8100

			Proposed Maximum
Title of Each Class of			Aggregate Offering			Amount of
Securities to be Registered			Amount(1)			Registration Fee
Class A Common Stock, par value $0.0001 per share			$474,918,150			$55,898.00

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(2) promulgated under the Securities Act of 1933, based on the Registrant’s book value.

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	Very truly yours,
	William P. Foley, II
	Chief Executive Officer and Chairman of the Board
	Fidelity National Financial, Inc.
	Chairman of the Board
	Fidelity National Title Group, Inc.

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	Very truly yours,
	Raymond R. Quirk
	Chief Executive Officer
	Fidelity National Title Group, Inc.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

	•	you do not need to pay anything to FNT or FNF; and
	•	you do not need to surrender any of your shares of FNF’s common stock to receive your shares of FNT Class A Common Stock.

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		Page
Prospectus Summary			1
Risk Factors			7
The Distribution			13
Forward-Looking Statements			15
Dividend Policy			15
Capitalization			16
Selected Historical Financial Information			17
Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Industry Background			34
Business			37
Management			51
Our Arrangements with FNF			62
Certain Relationships and Related Transactions			73
Ownership of Common Stock			76
Description of Capital Stock			77
Shares Eligible For Future Sale			81
United States Federal Income Tax Considerations			81
Legal Matters			84
Experts			84
Additional Information			84
Index to Financial Statements			F-1
EXHIBIT 23.1

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	Our revenues could be adversely affected by changes in mortgage interest rates and general economic conditions.

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

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

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	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.

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

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	As a holding company, we depend on distributions from our subsidiaries, and if distributions from our subsidiaries are materially impaired, our ability to declare and pay dividends may be adversely affected.

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

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	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.

	We will be controlled by FNF as long as it owns a majority of the voting power of our common stock and our other stockholders will be unable to affect the outcome of stockholder voting during this time.

	•	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 payment of dividends;
	•	our financing; and
	•	amendments to our certificate of incorporation and bylaws.

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

	•	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.

	You may experience fluctuations in the prices of our common stock or the common stock of FNF as a result of this distribution.

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	The price of our common stock may be volatile and may be affected by market conditions beyond our control.

	•	quarterly variations in actual or anticipated results of our operations;
	•	changes in financial estimates by securities analysts;
	•	actions or announcements by our competitors;
	•	regulatory actions;
	•	changes in the market outlook for the lending and real estate industries;
	•	departure of our key personnel; and
	•	future sales of our common stock, including by FNF.

	Provisions in our charter documents, Delaware law and state insurance laws may delay or prevent a change in control and may therefore prevent stockholders from receiving the benefit of potential control transactions.

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	•	having a separate public company which will enable financial markets to better evaluate the individual operations of the title business apart from FNF;
	•	having a separate management and ownership structure for our company which will provide equity based compensation that is more closely related to the business in which our employees work; and
	•	placing us in a better position to focus on the title insurance business and maintain our competitiveness in a consolidating title insurance market.

	•	a separation agreement between us and FNF that sets forth the key provisions relating to our relationship with FNF after the distribution;
	•	corporate services agreements under which we will provide corporate and other support services to FNF and to FIS, and under which FNF will provide certain services to us;
	•	a tax matters agreement which covers our responsibilities with respect to tax liabilities and refunds, tax attributes, tax contests and other matters relating to income tax;
	•	a services agreement between us and FIS under which FIS will provide IT and other technology support services to us; and
	•	various other agreements covering employee matters, intellectual property, and other matters.

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	•	Issue $500 million principal amount of notes to FNF, with terms that mirror FNF’s existing public debt;
	•	Enter into a new credit facility, borrow $150 million under that facility and pay it to FNF as a dividend; and
	•	Pay an additional dividend of $145 million to FNF with the proceeds of a dividend to be paid by one of our insurance subsidiaries, subject to receipt of regulatory approval.

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	•	our financial condition, operating results and current and anticipated cash needs;
	•	general economic and business conditions;
	•	our strategic plans and business prospects;
	•	legal, contractual and regulatory restrictions on our ability to pay dividends; and
	•	other factors that our board of directors may consider to be relevant.

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				As of March 31, 2005
				Actual				As Adjusted
				(Unaudited)
				(In thousands)
Cash and cash equivalents				$	411,160
Total long-term debt					16,548
Stockholders’ equity
	Common stock, $0.0001 par value				—
	Additional paid-in capital				—
	Investment by FNF				2,775,735
	Accumulated other comprehensive loss				(61,917	)
		Total			2,713,818
Total capitalization				$	2,730,366

	•	excludes                      shares of common stock issuable upon the exercise of stock options to be granted under our omnibus incentive plan as of completion of this distribution, at an exercise price equal to the closing price of our Class A Common Stock on the NYSE on the date of the distribution; and
	•	excludes                      shares of common stock available for future issuance under our omnibus incentive plan. For a description of this plan, see “Management — Omnibus Incentive Plan.”

	•	includes borrowings of $650 million, which we expect to have finalized prior to the date of distribution, and a dividend of $150 million to be paid to FNF with a portion of the proceeds of the borrowings; and
	•	includes the payment of an additional dividend of $145 million with the proceeds of a dividend to be paid by one of our insurance subsidiaries.

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		Three Months Ended
		March 31,								Year Ended December 31,
		2005(2)				2004(2)				2004(2)				2003(2)				2002				2001(1)(3)				2000(1)
		(Unaudited)				(Unaudited)																(Unaudited)				(Unaudited)
		(In thousands)
Statement of Earnings Data
Direct title insurance premiums		$	456,205			$	426,652			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums			532,513				634,876				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums			988,718				1,061,528				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees			243,137				217,766				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow			1,231,855				1,279,294				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income			20,854				13,754				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net			3,436				10,843				22,948				101,839				584				946				4,605
Other income			9,075				11,041				43,528				52,689				55,927				50,476				27,434
Total revenue			1,265,220				1,314,932				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs			424,660				382,742				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses			209,735				186,124				849,554				817,597				633,193				558,263				457,476
Agent commissions			409,901				498,149				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization			24,866				20,150				95,718				79,077				53,042				100,225				88,033
Provision for claim losses			64,226				54,819				259,402				248,834				175,963				134,527				97,161
Interest expense			303				1,208				3,885				4,582				8,586				15,695				15,460
Total expenses			1,133,691				1,143,192				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest			131,529				171,740				882,927				1,091,920				769,364				513,627				225,182
Income tax expense			48,863				62,857				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest			82,666				108,883				559,329				684,184				492,394				307,662				128,129
Minority interest			347				(75	)			1,165				859				624				—				—
Cumulative effect of accounting change			—				—				—				—				—				5,709				—
Net earnings		$	82,319			$	108,958			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129

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(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 $1.9 million and $0.6 million for the three months ended March 31, 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”).

		As of March 31,								As of December 31,
		2005				2004				2004				2003				2002				2001				2000
		(Unaudited)				(Unaudited)												(Unaudited)				(Unaudited)				(Unaudited)
		(In thousands)
Balance sheet data (at end of period)
Investments		$	2,694,509			$	2,512,016			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			411,160				518,307				268,414				395,857				433,379				491,709				214,398
Total assets			5,045,405				4,952,493				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			16,548				45,108				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			978,725				970,543				980,746				932,439				887,973				881,053				907,292
Minority interests			3,851				3,044				3,951				2,488				1,098				239				204
Equity			2,713,818				2,551,076				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)			747,699				874,852				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			488,503				517,578				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,387			$	1,215			$	1,324			$	1,081			$	1,099			$	1,120			$	1,387

(1)	“Direct operations orders opened” represents the number of files opened by our direct operations during a period and “Direct operations orders closed” represents the number of files closed during a period. “Fee per closed file” is the average amount of revenue recorded for each closed file in our direct operations during the period.

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		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
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	102.9			$	240.3			$	37.9
Total pretax impact of related party activity		$	12.8			$	52.6			$	22.3

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

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	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.

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	Comparisons of Three Months ended March 31, 2005 and 2004

	Results of Operations

			Three Months Ended
			March 31,
			2005				2004
			(In thousands)
Direct title insurance premiums			$	456,205			$	426,652
Agency title insurance premiums				532,513				634,876
	Total title insurance premiums			988,718				1,061,528
Escrow and other title-related fees				243,137				217,766
Interest and investment income				20,854				13,754
Realized gains and losses, net				3,436				10,843
Other income				9,075				11,041
	Total revenue			1,265,220				1,314,932

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			Three Months Ended
			March 31,
			2005				2004
			(In thousands)
Personnel costs				424,660				382,742
Other operating expenses				209,735				186,124
Agent commissions				409,901				498,149
Depreciation and amortization				24,866				20,150
Provision for claim losses				64,226				54,819
Interest expense				303				1,208
	Total expense			1,133,691				1,143,192
Earnings before income taxes and minority interest				131,529				171,740
Income tax expense				48,863				62,857
Earnings before minority interest				82,666				108,883
Minority interest				347				(75	)
Net Earnings			$	82,319			$	108,958
Orders opened by direct title operations				747,699				874,852
Orders closed by direct title operations				488,503				517,578

			Three Months Ended March 31,
							% of								% of
			2005				Total				2004				Total
			(In thousands)
Title premiums from direct operations			$	456,205				46.1	%		$	426,652				40.2	%
Title premiums from agency operations				532,513				53.9	%			634,876				59.8	%
	Total		$	988,718				100.0	%		$	1,061,528				100.0	%

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			Three Months Ended March 31,
			2005								2004
			Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	532,513				100.0	%		$	634,876				100.0	%
Agent commissions				409,901				77.0	%			498,149				78.5	%
	Net margin		$	122,612				23.0	%		$	136,727				21.5	%

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	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

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		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	%

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			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	%

					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.

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		Three Months Ended
		March 31,				June 30,				September 30,				December 31,
		(In thousands)
2004
Revenue		$	1,314,932			$	1,597,362			$	1,558,382			$	1,418,737
Earnings before income taxes and minority interest			171,740				266,250				219,478				225,459
Net earnings			108,958				168,125				138,645				142,436
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

	Cash Requirements

	Capital Expenditures

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	Financing

	Contractual Obligations

			2005				2006				2007				2008				2009				Thereafter				Total
			(In thousands)
Long-term debt			$	22,390			$	—			$	—			$	—			$	—			$	—			$	22,390
Operating lease payments				109,380				94,805				75,338				51,216				28,933				19,699				379,371
	Total contractual obligations		$	131,770			$	94,805			$	75,338			$	51,216			$	28,933			$	19,699			$	401,761

		2005				2006				2007				2008				2009				Thereafter				Total
		(In thousands)
Title claim loss reserve		$	181,617			$	147,037			$	115,761			$	86,806			$	63,108			$	386,417			$	980,746
Percentage of total			18.5	%			15.0	%			11.8	%			8.9	%			6.4	%			39.4	%			100	%

	•	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/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.

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	Interest Rate Risk

	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,

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		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.

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	•	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.

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

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	•	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.

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		Three Months Ended March 31,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	456,205				46.1	%		$	426,652				40.2	%		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			532,513				53.9	%			634,876				59.8	%			2,714,770				57.5	%			2,595,433				55.2	%			1,989,958				56.1	%
Total title insurance premiums		$	988,718				100	%		$	1,061,528			$	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	%

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			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	%

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		Year Ended December 31,
		2004																2003
		Amortized												% of				Amortized				% of								% of
Rating (1)		Cost				% of Total				Fair Value				Total				Cost				Total				Fair Value				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

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		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.

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		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

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	•	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.

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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

	A.M. Best Ratings

	Demotech Ratings

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Name		Age				Position
William P. Foley, II			60			Chairman of the Board
Raymond R. Quirk			58			Chief Executive Officer
Christopher Abbinante			54			President, Eastern Operations
Roger S. Jewkes			46			President, Western Operations
Erika Meinhardt			46			President, National Agency Operations
Anthony J. Park			38			Chief Financial Officer

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	•	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.

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

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	•	an annual retainer of                     ;
	•	a per meeting fee of                     for each board meeting attended;
	•	an annual retainer of                     for service on any board committee (except audit) or a                     annual retainer if chair of any committee (except audit);
	•	an annual retainer of                     for service on the audit committee or a                     annual retainer if chair of the audit committee;
	•	a per meeting fee of                     for each committee meeting attended (except audit which has a per meeting fee of                     ; and
	•	expenses of attending board and committee meetings.

			Annual Compensation																Long-term Compensation
																							Securities
															Other Annual				Restricted 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				450,000				6,000				—				93,100				17,477
	President, Western Operations
Erika Meinhardt				2004				341,668				600,000				8,781				—				106,400				22,284
	President, National Agency
	Operations
Anthony J. Park				2004				250,001				197,542				—				—				26,600				17,269
	Chief Financial Officer

(1)	Amounts shown for the indicated fiscal year include amounts deferred at the election of the named executive officer pursuant to the 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

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	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 a Company provided automobile of $6,000 in 2004, 2003 and 2002; and (iii) personal use of Company aircraft by Mr. Quirk of $1,304 in 2004.
(4)	Pursuant to the 2001 Plan, the Company 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 the Company 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 Company contribution to 401(k) Plan, Company paid life insurance premiums — $3,070 and Company contribution to Employee Stock Purchase Program — $25,886; (ii) Mr. Abbinante: Company contribution to 401(k) Plan — $6,150, Company paid life insurance premiums — $1,642 and Company contribution to Employee Stock Purchase Program — $18,084; (iii) Mr. Jewkes: Company contribution to 401(k) Plan — $6,150, Company paid life insurance premiums — $1,071 and Company contribution to Employee Stock Purchase Program — $16406; (iv) Ms. Meinhardt: Company contribution to 401(k) Plan — $6,150, Company paid life insurance premiums — $1,971 and Company contribution to Employee Stock Purchase Program — $20,312; and (v) Mr. Park: Company contribution to 401(k) Plan — $6,150, Company paid life insurance premiums — $81 and Company 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

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Name		Beneficially Owned(1)				Percent of Class
Raymond R. Quirk			634,849				*
Christopher Abbinante			74,196				*
Roger S. Jewkes			45,807				*
Erika Meinhardt			176,167				*
Anthony J. Park			108,390	(2)			*
All directors and executive officers as a group (persons)			10,615,321				5.98	%

	*	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. 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 1,591 shares of FNF common stock held by Mr. Park’s spouse.

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																		Potential Realizable
		Individual Grants																Value at Assumed
																		Annual Rates of
		Number of				Percentage												Stock Price
		Securities				of Total												Appreciation for
		Underlying				Options												Option Term(2)
		Options				Granted to				Exercise or
		Granted				Employees in				Base Price				Expiration				5%				10%
Name		(#)				Fiscal Year				($/share)				Date				($)				($)
Raymond R. Quirk								%		$		(1)						$				$
Christopher Abbinante								%		$		(1)						$				$
Roger S. Jewkes								%		$		(1)						$				$
Erika Meinhardt								%		$		(1)						$				$
Anthony J. Park								%		$		(1)						$				$

(1)	The options will be granted under the 2005 Omnibus Incentive Plan to our key employees at an exercise price equal to the closing price of shares of our Class A Common Stock traded on the New York Stock Exchange on the date of the distribution.
(2)	These are assumed rates of appreciation and are not intended to forecast future appreciation of our common stock.

																		Potential Realizable
		Individual Grants																Value at Assumed
																		Annual Rates of
		Number of				Percentage												Stock Price
		Securities				of Total												Appreciation for
		Underlying				Options				Exercise								Option Term(3)
		Options				Granted to				or Base
		Granted				Employees in				Price				Expiration				5%				10%
Name		(#)				Fiscal 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

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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.

										Number of								Value of Unexercised
										Securities Underlying								In-the-Money Options
		Shares								Unexercised Options								at December 31,
		Acquired on				Value				at December 31, 2004								2004(1)($)
		Exercise				Realized
Name		(#)				($)				Exercisable/				Unexercisable				Exercisable/				Unexercisable
Raymond R. Quirk			—			$	—				498,827				177,152			$	11,940,537			$	1,854,020
Christopher Abbinante			22,355			$	2,054,540				21,058				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 New York Stock Exchange on December 31, 2004.

	•	stock options: FNF stock options will be equitably adjusted to reflect the impact of the distribution. Holders of FNF stock options will 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 will receive unrestricted FNT shares in the distribution in the same proportion as other FNF stockholders. Such holders will 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;

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	•	performance shares;
	•	performance units; and
	•	other cash and stock-based awards.

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	•	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

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		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 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.

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	•	the separation agreement;
	•	corporate services agreements;
	•	the new notes payable to FNF;
	•	a tax matters agreement;
	•	an employee matters agreement;
	•	a registration rights agreement; and
	•	an intellectual property cross license agreement.

	Separation Agreement

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	•	the failure by us or any of our affiliates or any other person or entity to pay, perform or otherwise promptly discharge any liabilities or contractual obligations associated with our business, whether arising before or after the distribution;
	•	the operations, liabilities and obligations of our businesses;
	•	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, certain of the other transaction documents, any 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;
	•	any untrue statement of, or omission to state, a material fact in any registration statement or prospectus we may prepare, 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 information relating to and provided by any underwriter expressly for use in any registration statement or prospectus; and
	•	any actions or liability imposed by governmental authorities on our businesses.

	•	the failure of FNF or any affiliate of FNF or any other person or entity to pay, perform or otherwise promptly discharge any liabilities of FNF or its affiliates other than liabilities associated with our businesses, whether arising before or after the distribution;
	•	the operations, liabilities, and obligations of FNF and its affiliates’ businesses other than liabilities associated with our businesses;
	•	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 agreement to which FNF or its affiliates are a party, FNF’s certificate of incorporation or bylaws, or any law or regulation;

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	•	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;
	•	any actions or liability imposed by governmental authorities on FNF’s business; 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;
	•	issue any shares of our capital stock or any rights, warrants or options to acquire our capital stock, if after giving effect to the issuances and considering all of the shares of our capital stock which may be acquired under the rights, warrants and options outstanding on the date of the issuance, FNF would own less than 50% of our outstanding capital stock which is entitled to vote generally in the election of directors; or
	•	enter into any agreement that binds or purports to bind FNF.

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	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.

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	New Notes Payable to FNF

	Tax Matters Agreement

67

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	Employee Matters Agreement

	Registration Rights Agreement

68

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	Intellectual Property Cross License Agreement

	Overview

	•	a corporate services agreement;
	•	the starter repository and back plant access agreements;
	•	a lease agreement; and
	•	a master information technology agreement.

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;

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	•	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.

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	FNF Starter Repository and Back Plant Access Agreements

	Lease Agreement

	Master Information Technology Services Agreement

71

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72

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	Corporate Services

	IT Services

	Lease

	Agency Agreements

73

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	Cost Sharing Agreement

	Agreements relating to Title Information

	Title Plant Maintenance Agreement and Master Title Plant Access Agreement

74

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	Title Plant Management Agreement

	Tax Sharing Agreements.

75

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	Software License Agreements

	Equipment Leases

	Master Loan Agreement

	Cross Conveyance and Joint Ownership and Development Agreements

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	•	the holder of any share of Class B Common Stock may elect at any time, and at such holder’s sole option, to convert such share into one fully paid and nonassessable share of Class A Common Stock;
	•	if at any time FNF and its affiliates collectively own less than 40% of the total number of issued and outstanding shares of capital stock of FNT, each issued and outstanding share of Class B Common Stock will automatically be converted into one share of Class A Common Stock; or
	•	upon the transfer of any share of Class B Common Stock to a person other than FNF or an affiliate of FNF (excluding certain permitted transfers), such share will automatically be converted into one fully paid and nonassessable share of Class A Common Stock.

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	•	a corporate opportunity offered to any person who is an officer of ours and who is also a director but not an officer of FNF, 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 FNF, 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 FNF 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.

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	•	1% of the number of shares of common stock then outstanding; or
	•	the average weekly trading volume of the common stock on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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		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 March 31,2005 and December 31, 2004			F-34
Unaudited Combined Statements of Earnings for the three months ended March 31, 2005 and 2004			F-35
Unaudited Combined Statements of Equity And Comprehensive Earnings for the three months ended March 31, 2005			F-36
Unaudited Combined Statements of Cash Flows for the three months ended March 31, 2005 and 2004			F-37
Notes to Unaudited Condensed Combined Financial Statements			F-38

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	/s/ KPMG LLP

F-2

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				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

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				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 $43.9 million, $4.4 million and $1.2 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

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							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

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				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

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A.	Summary of Significant Accounting Policies

		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

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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
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	102.9			$	240.3			$	37.9
Total pretax impact of related party activity		$	12.8			$	52.6			$	22.3

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		As of December 31
		2004				2003
Amounts Due from FNF are as follows:
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

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	Investments

	Cash and Cash Equivalents

	Fair Value of Financial Instruments

	Trade and Notes Receivables

F-10

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	Goodwill

	Other Intangible Assets

	Capitalized Software

F-11

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	Title Plants

	Property and Equipment

	Reserve for Claim Losses

	Secured Trust Deposits

	Income Taxes

F-12

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	Reinsurance

	Revenue Recognition

	Stock-Based Compensation Plans

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		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

	LandCanada

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	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

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			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	%

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		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

		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

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		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	)

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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

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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 discounting				—				22,051
		Total deferred tax assets			120,640				129,005

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				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 discounting				(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	)

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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	%

(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

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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

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L.	Employee Benefit Plans

	Stock Purchase Plan

	401(k) Profit Savings Plan

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	Stock Option Plans

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				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

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				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.

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			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

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				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	)

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				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	)

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	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

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O.	Recent Accounting Pronouncements

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				As of March 31,				As of December 31,
				2005				2004
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at March 31, 2005 and December 31, 2004 includes $262,265 and $265,639, respectively, of pledged fixed maturity securities related to secured trust deposits			$	2,228,325			$	2,174,817
	Equity securities, at fair value				138,414				115,070
	Other long-term investments				20,812				21,219
	Short-term investments, at March 31, 2005 and December 31, 2004 includes $180,385 and $280,351, respectively, of pledged short-term investments related to secured trust deposits				306,958				508,383
		Total investments			2,694,509				2,819,489
Cash and cash equivalents, at March 31, 2005 and December 31, 2004 includes $350,168 and $195,200, respectively, of pledged cash related to secured trust deposits					411,160				268,414
Trade receivables, net of allowance of $11,437 at March 31, 2005 and $11,792 at December 31, 2004					137,547				145,447
Notes receivable, net of allowance of $1,990 at March 31, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at March 31, 2005 and December 31, 2004					42,154				39,196
Goodwill					962,201				959,600
Prepaid expenses and other assets					304,746				311,730
Title plants					302,827				301,610
Property and equipment, net					158,259				164,916
Due from FNF					41,002				63,689
				$	5,054,405			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	506,335			$	603,705
	Notes payable				16,548				22,390
	Reserve for claim losses				978,725				980,746
	Secured trust deposits				788,355				735,295
	Deferred tax liabilities				46,773				51,248
					2,336,736				2,393,384
	Minority interests				3,851				3,951
Equity:
	Investment by FNF				2,775,735				2,719,056
	Accumulated other comprehensive loss				(61,917	)			(42,300	)
					2,713,818				2,676,756
				$	5,054,405			$	5,074,091

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					Three Months Ended
					March 31,
					2005				2004
					(In thousands)
Revenue:
	Direct title insurance premiums				$	456,205			$	426,652
	Agency title insurance premiums, includes $20.8 million and $35.9 million of premiums from related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					532,513				634,876
		Total title premiums				988,718				1,061,528
	Escrow and other title related fees, includes $3.2 million and $1.8 million of revenue from related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					243,137				217,766
		Total title and escrow				1,231,855				1,279,294
	Interest and investment income, includes $0.2 million and $0.2 million of interest revenue from related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					20,854				13,754
	Realized gains and losses, net					3,436				10,843
	Other income					9,075				11,041
					$	1,265,220			$	1,314,932
Expenses:
	Personnel costs, excludes $9.1 million and $9.5 million of personnel costs allocated to related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					424,660				382,742
	Other operating expenses, includes $14.4 million and $9.3 million of other operating expenses from related parties net of amounts allocated to related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					209,735				186,124
	Agent commissions, includes agent commissions of $18.3 million and $31.6 million paid to related parties for the three months ended March 31, 2005 and 2004, respectively (see Note A)					409,901				498,149
	Depreciation and amortization					24,866				20,150
	Provision for claim losses					64,226				54,819
	Interest expense					303				1,208
						1,133,691				1,143,192
	Earnings before income taxes and minority interest					131,529				171,740
	Income tax expense					48,863				62,857
	Earnings before minority interest					82,666				108,883
	Minority interest					347				(75	)
			Net earnings		$	82,319			$	108,958

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							Accumulated
							Other
			Investment				Comprehensive								Comprehensive
			by FNF				Loss				Total Equity				Earnings
			(In thousands)
Balance, December 31, 2004			$	2,719,056			$	(42,300	)		$	2,676,756			$	—
	Other comprehensive earnings — unrealized loss on investments — net of tax			—				(19,617	)			(19,617	)			(19,617	)
	Net contribution of capital			(25,640	)							(25,640	)			—
	Net earnings			82,319								82,319				82,319
Balance, March 31, 2005			$	2,775,735			$	(61,917	)		$	2,713,818			$	62,702

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				Three Months Ended
				March 31,
				2005				2004
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	82,319			$	108,958
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			24,866				20,150
		Net increase (decrease) in reserve for claim losses			(2,021	)			9,480
		Gain on sales of investments and other assets			(3,436	)			(10,843	)
		Stock-based compensation cost			2,979				938
	Changes in assets and liabilities, net of effects from acquisitions:
		Net decrease in secured trust deposits			1,432				3,694
		Net decrease in trade receivables			7,900				9,728
		Net decrease in prepaid expenses and other assets			14,517				2,558
		Net decrease in accounts payable, accrued liabilities and minority interests			(96,098	)			(120,808	)
		Net decrease in income taxes			29,690				63,803
		Net cash provided by operating activities			62,148				87,658
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				491,844				549,449
	Proceeds from maturities of investment securities available for sale				75,404				31,024
	Proceeds from sales of real estate, property and equipment				4,766				1,469
	Collections of notes receivable				1,098				627
	Additions to title plants				(1,392	)			(288	)
	Additions to property and equipment				(15,011	)			(13,365	)
	Additions to capitalized software				(2,380	)			(3,001	)
	Additions to notes receivable				(4,361	)			(2,987	)
	Purchases of investment securities available for sale				(784,369	)			(683,515	)
	Net proceeds of short-term investment activities				199,423				189,151
	Acquisition of businesses, net of cash acquired				(4,750	)			(108,245	)
		Net cash used in investing activities			(39,728	)			(39,681	)
Cash Flows From Financing Activities:
	Debt service payments				(5,842	)			(9,493	)
	Dividends paid				(1,240	)			(12,600	)
	Net distribution to FNF				(27,560	)			(11,759	)
		Net cash used in financing activities			(34,642	)			(33,852	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				(12,222	)			14,125
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				73,214				164,715
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	60,992			$	178,840

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A.	Basis of Financial Statements

	Description of Business

	Principles of Consolidation and Basis of Presentation

	Transactions with Related Parties

		2005				2004
		(In millions)
Agency title premiums earned		$	20.8			$	35.9
Rental income earned			3.2				1.8
Interest revenue			0.2				0.2
Total revenue		$	24.2			$	37.9

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Agency title commissions		$	18.3			$	31.6
Data processing costs			15.9				10.9
Corporate services allocated			(18.9	)			(19.5	)
Title insurance information expense			5.9				6.2
Software expense			1.5				1.6
Rental expense			0.8				0.6
Total expenses		$	23.5			$	31.4
Total pretax impact of related party activity		$	0.7			$	6.5

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		March 31, 2005				December 31, 2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
Due from FNF		$	34.7			$	57.4

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B.	Acquisitions

	American Pioneer Title Insurance Company

C.	Investments

			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			$	827,727			$	(12,830	)		$	48,884			$	(643	)		$	876,611			$	(13,473	)
States and political subdivisions				482,529				(6,386	)			115,705				(4,067	)			598,234				(10,453	)
Corporate securities				293,381				(5,354	)			93,058				(3,374	)			386,439				(8,728	)
Equity securities				54,722				(4,263	)			54,548				(2,253	)			109,270				(6,516	)
	Total temporarily impaired securities		$	1,658,359			$	(28,833	)		$	312,195			$	(10,337	)		$	1,970,554			$	(39,170	)

D.	Stock-Based Compensation Plans

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		Three Months Ended
		March 31,
		2005				2004
		(In thousands, except
		per share amounts)
Net earnings, as reported		$	82,319			$	109,958
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			1,847				582
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(2,162	)			(1,312	)
Pro forma net earnings		$	82,004			$	109,228

E.	Pension and Postretirement Benefits

			For the Three Months Ended March 31,
			2005				2004				2005				2004
											Postretirement
			Pension Benefits								Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	38			$	53
Interest cost				2,087				2,127				296				342
Expected return on assets				(1,959	)			(1,777	)			—				—
Amortization of prior service cost				—				—				(384	)			(678	)
Amortization of actuarial loss				2,207				1,768				137				148
	Total net periodic (income) expense		$	2,335			$	2,118			$	87			$	(135	)

F.	Legal Proceedings

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Item 13.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee			$	55,898
New York Stock Exchange Listing Fee			$	*
Printing and Engraving			$	*
Legal Fees and Expenses			$	*
Accounting Fees and Expenses			$	*
Miscellaneous			$	*
	Total		$	*

*	To be completed by amendment

Item 14.	Indemnification of Directors and Officers

Item 15.	Recent Sales of Unregistered Securities

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Item 16.	Exhibits and Financial Statement Schedules

Exhibit
Number				Description
	3	.1		Form of Amended and Restated Certificate of Incorporation.*
	3	.2		Form of Amended and Restated Bylaws.*
	4	.1		Form of Specimen Certificate of Common Stock.*
	5	.1		Form of Opinion of LeBoeuf, Lamb, Greene & MacRae LLP relating to the Common Stock.*
	10	.1		Separation Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.2		Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.3		Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.4		Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.5		Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.6		Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.7		Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.8		Starter Repository Access Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.9		Back Plant Access Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.10		Lease Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.11		Master Information Technology Agreement, dated      , 2005 between FIS and the Registrant.*
	10	.12		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.*
	10	.13		Employment Agreement, dated           , 2005, between the Registrant and Raymond R. Quirk.*
	10	.14		Employment Agreement, dated           , 2005, between the Registrant and Anthony J. Park.*
	10	.15		Employment Agreement, dated           , 2005, between the Registrant and Christopher Abbinante.*
	10	.16		Employment Agreement, dated           , 2005, between the Registrant and Roger S. Jewkes.*
	10	.17		Employment Agreement, dated           , 2005, between the Registrant and Erika Meinhardt.*
	21	.1		Subsidiaries of the Registrant.*
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).

	*	To be filed by amendment

**	Filed herewith

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		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

Item 17.	Undertakings

	(a) 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.
	(b) (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities distributed therein, and the distribution of such securities at that time shall be deemed to be the initial bona fide distribution thereof.

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	Fidelity National Title Group, Inc.

	By:	/s/ Raymond R. Quirk

	Name: Raymond R. Quirk
	Title: Chief Executive Officer

Signature				Title		Date
By:		/s/ William P. Foley, II   William P. Foley, II		Chairman of the Board of Directors			July 5, 2005
By:		/s/ Raymond R. Quirk   Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)			July 5, 2005
By:		/s/ Anthony J. Park   Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)			July 5, 2005

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Exhibit
Number				Description
	3	.1		Form of Amended and Restated Certificate of Incorporation.*
	3	.2		Form of Amended and Restated Bylaws.*
	4	.1		Form of Specimen Certificate of Common Stock.*
	5	.1		Form of Opinion of LeBoeuf, Lamb, Greene & MacRae LLP relating to the Common Stock.*
	10	.1		Separation Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.2		Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.3		Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.4		Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.5		Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.6		Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.*
	10	.7		Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.8		Starter Repository Access Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.9		Back Plant Access Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.10		Lease Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.11		Master Information Technology Agreement, dated           , 2005 between FIS and the Registrant.*
	10	.12		Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.*
	10	.13		Employment Agreement, dated          , 2005, between the Registrant and Raymond R. Quirk.*
	10	.14		Employment Agreement, dated          , 2005, between the Registrant and Anthony J. Park.*
	10	.15		Employment Agreement, dated          , 2005, between the Registrant and Christopher Abbinante.*
	10	.16		Employment Agreement, dated          , 2005, between the Registrant and Roger S. Jewkes.*
	10	.17		Employment Agreement, dated          , 2005, between the Registrant and Erika Meinhardt.*
	21	.1		Subsidiaries of the Registrant.*
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).

*	To be filed by amendment
**	Filed herewith

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	/s/ KPMG LLP