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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

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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			14
Forward-Looking Statements			16
Dividend Policy			16
Capitalization			17
Selected Historical Financial Information			18
Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Industry Background			38
Business			41
Management			55
Our Arrangements with FNF			68
Certain Relationships and Related Transactions			82
Ownership of Common Stock			87
Description of Capital Stock			87
Shares Eligible For Future Sale			92
United States Federal Income Tax Considerations			92
Legal Matters			95
Experts			95
Additional Information			95
Index to Financial Statements			F-1
EXHIBIT 23.1

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

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

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

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

	•	licensing requirements;
	•	trade and marketing practices;
	•	accounting and financing practices;
	•	capital and surplus requirements;
	•	the amount of dividends and other payments made by insurance subsidiaries;
	•	investment practices;
	•	rate schedules;

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	•	deposits of securities for the benefit of policyholders;
	•	establishing reserves; and
	•	regulation of reinsurance.

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

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

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

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

	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;

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

	We could have conflicts with entities remaining with FNF, 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.

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

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

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

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				As of June 30, 2005
				Actual				As Adjusted
				(In thousands)
Cash and cash equivalents				$	614,555			$	469,555
Total long-term debt					7,802				657,802
Stockholders’ equity
	Common stock, $0.0001 par value				—				17
	Additional paid-in capital				—				2,301,600
	Investment by FNF				3,096,617				—
	Accumulated other comprehensive loss				(52,002	)			(52,002	)
		Total			3,044,615				2,249,615
Total capitalization				$	3,052,417			$	2,907,417

	•	excludes shares of common stock to be granted as restricted stock under our omnibus incentive plan as of the completion of this distribution;
	•	excludes options to purchase shares of common stock to be granted under our omnibus incentive plan as of the completion of this distribution; although the final number of such restricted shares and options to be granted has not yet been determined, we do not believe that it will exceed 4,000,000 shares, of which an aggregate of 555,000 shares of restricted stock will be granted to our top five most highly paid executive officers and our directors; and
	•	excludes shares of common stock available for future issuance under our omnibus incentive plan. For a description of this plan and of the foregoing grants, see “Management — Omnibus Incentive Plan.”

	•	the payment of a dividend of $145 million in July 2005 to FNF by one of our insurance subsidiaries;
	•	$150 million of borrowings under a new credit facility (which we plan to enter into at the time of or shortly after the distribution) to repay a $150 million principal amount promissory note dividended in August 2005 to FNF by one of our insurance subsidiaries; and
	•	our planned issuance of $500 million principal amount of notes to FNF, with terms that mirror FNF’s existing public debt.

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			Six Months Ended
			June 30,								Year Ended December 31,
			2005(2)				2004(2)				2004(2)				2003(2)				2002				2001(1)(3)				2000(1)
			(In thousands)
Statement of Earnings Data
Direct title insurance premiums			$	1,017,396			$	987,019			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums				1,304,200				1,348,430				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums				2,321,596				2,335,449				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees				543,465				514,019				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow				2,865,061				2,849,468				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income				45,430				28,163				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net				21,922				17,044				22,948				101,839				584				946				4,605
Other income				20,020				21,573				43,528				52,689				55,927				50,476				27,434
Total revenue				2,952,433				2,916,248				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs				904,603				838,063				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses				451,093				422,113				849,554				817,597				633,193				558,263				457,476
Agent commissions				1,005,121				1,046,601				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization				49,389				44,193				95,718				79,077				53,042				100,225				88,033
Provision for claim losses				150,677				125,010				259,402				248,834				175,963				134,527				97,161
Interest expense				724				2,256				3,885				4,582				8,586				15,695				15,460
Total expenses				2,561,607				2,478,236				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest				390,826				438,012				882,927				1,091,920				769,364				513,627				225,182
Income tax expense				146,637				160,312				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest				244,189				277,700				559,329				684,184				492,394				307,662				128,129
Minority interest				1,292				455				1,165				859				624				—				—
Cumulative effect of accounting change				—				—				—				—				—				5,709				—
Net earnings			$	242,897			$	277,245			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129
Per share amounts:
	Unaudited proforma net earnings per share — basic and diluted		$	1.40							$	3.22
	Unaudited proforma weighted average shares outstanding — basic and diluted(4)			172,951								172,951

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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 $5.4 million and $2.1 million for the six months ended June 30, 2005 and 2004, respectively.
(3)	During 2001, we recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(4)	Unaudited proforma net earnings per share is calculated using the number of outstanding shares of FNF as of June 30, 2005 because upon completion of the distribution the number of our outstanding shares of common stock will equal the number of FNF shares outstanding on the date of distribution.

		As of June 30,								As of December 31,
		2005				2004				2004				2003				2002				2001				2000
		(In thousands)
Balance sheet data (at end of period)
Investments		$	3,424,810			$	2,791,713			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			614,555				497,653				268,414				395,857				433,379				491,709				214,398
Total assets			5,973,378				5,262,282				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			7,802				36,946				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			984,290				977,926				980,746				932,439				887,973				881,053				907,292
Minority interests			4,643				3,448				3,951				2,488				1,098				239				204
Equity			3,044,615				2,531,127				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)			1,577,164				1,689,219				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			1,048,931				1,165,864				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,447			$	1,257			$	1,324			$	1,081			$	1,099			$	1,120			$	1,387

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

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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
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

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

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				2004				2003				2002
				(in thousands)
Beginning Balance				$	932,439			$	887,973			$	881,053
	Reserve Assumed				38,597				4,203				—
	Claims Loss provision:
		Current year			275,406				237,919				207,290
		Prior year			(16,004	)			10,915				(31,337	)
		Total provision			259,402				248,834				175,953
Claims paid, net of recoupment
		Current year			(19,095	)			(11,591	)			(10,058	)
		Prior year			(230,597	)			(196,980	)			(158,975	)
		Total paids, net of recoupments			(249,692	)			(208,571	)			(169,033	)
Ending Balance				$	980,746			$	932,439			$	887,973
Title Premiums				$	4,718,217			$	4,700,750			$	3,547,727
Provision for claim losses as a percentage of title insurance premiums:
		Current Year			5.8	%			5.1	%			5.8	%
		Prior Years			(0.3	)%			0.2	%			(0.9	)%
		Total Provision			5.5	%			5.3	%			5.0	%
Sensitivity Analysis (.30% Loss Ratio Change)1 :
	Ultimate Reserve Estimate +/-			$	14,155			$	14,102			$	10,643

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

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	Comparisons of Six Months ended June 30, 2005 and 2004

	Results of Operations

			Six Months Ended
			June 30,
			2005				2004
			(In thousands)
Direct title insurance premiums			$	1,017,396			$	987,019
Agency title insurance premiums				1,304,200				1,348,430
	Total title insurance premiums			2,321,596				2,335,449
Escrow and other title-related fees				543,465				514,019
Interest and investment income				45,430				28,163
Realized gains and losses, net				21,922				17,044
Other income				20,020				21,573
	Total revenue			2,952,433				2,916,248
Personnel costs				904,603				838,063
Other operating expenses				451,093				422,113
Agent commissions				1,005,121				1,046,601
Depreciation and amortization				49,389				44,193
Provision for claim losses				150,677				125,010
Interest expense				724				2,256
	Total expense			2,561,607				2,478,236
Earnings before income taxes and minority interest				390,826				438,012
Income tax expense				146,637				160,312
Earnings before minority interest				244,189				277,700
Minority interest				1,292				455
Net Earnings			$	242,897			$	277,245
Orders opened by direct title operations(1)				1,577,164				1,689,219
Orders closed by direct title operations(1)				1,048,931				1,165,864

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

			Six Months Ended June 30,
							% of								% of
			2005				Total				2004				Total
			(In thousands)
Title premiums from direct operations			$	1,017,396				43.8%			$	987,019				42.3%
Title premiums from agency operations				1,304,200				56.2%				1,348,430				57.7%
	Total		$	2,321,596				100.0%			$	2,335,449				100.0%

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			Six Months Ended June 30,
			2005								2004
			Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	1,304,200				100.0%			$	1,348,430				100.0%
Agent commissions				1,005,121				77.1%				1,046,601				77.6%
	Net margin		$	299,079				22.9%			$	301,829				22.4%

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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			$	1,601,316			$	1,558,382			$	1,414,783
Earnings before income taxes and minority interest			171,740				266,272				219,478				225,437
Net earnings			108,958				168,288				138,645				142,274
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

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	Capital Expenditures

	Financing

	Contractual Obligations

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

	•	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;

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	•	events such as fraud, defalcation, and multiple property title defects, that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments;
	•	loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments; and
	•	claims staffing levels whereby claims may be settled at a different rate based on the future staffing levels of the claims department.

	Interest Rate Risk

	Equity Price Risk

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

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

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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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		Six Months Ended June 30,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	1,017,396				43.8	%		$	987,019				42.3	%		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			1,304,200				56.2	%			1,348,430				57.7	%			2,714,770				57.5	%			2,595,433				55.2	%			1,989,958				56.1	%
Total title insurance premiums		$	2,321,596				100.0	%		$	2,335,449				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

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

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

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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
Willie M. Davis			70			Director Nominee
John F. Farrell, Jr.			67			Director Nominee
Philip G. Heasley			55			Director Nominee
William A. Imparato			58			Director Nominee
Donald M. Koll			72			Director Nominee
General William Lyon			82			Director Nominee
Frank P. Willey			51			Director Nominee

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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.

	•	an annual retainer of $35,000;
	•	a per meeting fee of $1,500 for each board meeting attended;

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

			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				707,175				6,000				—				93,100				23,627
	President, Western Operations
Erika Meinhardt				2004				341,668				683,333				8,781				—				106,400				28,434
	President, National Agency
	Operations
Anthony J. Park				2004				250,001				175,000				—				—				26,600				23,419
	Chief Financial Officer

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

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(3)	Amounts shown for Mr. Quirk include (i) $83,148 reimbursed during 2003 for the payment of taxes in connection with the restricted stock grant; (ii) the cost of an FNF provided automobile of $6,000 in 2004, 2003 and 2002; and (iii) personal use of an FNF aircraft by Mr. Quirk of $1,304 in 2004.
(4)	Pursuant to the 2001 Plan, FNF granted a right to Mr. Quirk to purchase shares of restricted common stock on November 18, 2003. The restricted shares granted vest over a four year period, of which one-fifth vested immediately on the date of grant. Dividends are paid by FNF on the restricted stock granted. The number and aggregate value of Mr. Quirk’s restricted stock holdings as of December 31, 2004 were 23,100 shares and $1,054,977, respectively.
(5)	The number of securities underlying options has been adjusted to reflect all dividends and stock splits.
(6)	Amounts shown for fiscal 2004 consist of the following: (i) Mr. Quirk: no FNF contribution to 401(k) Plan, FNF paid life insurance premiums — $3,070 and FNF contribution to Employee Stock Purchase Program — $25,886; (ii) Mr. Abbinante: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,642 and FNF contribution to Employee Stock Purchase Program — $18,084; (iii) Mr. Jewkes: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,071 and FNF contribution to Employee Stock Purchase Program — $16,406; (iv) Ms. Meinhardt: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,971 and FNF contribution to Employee Stock Purchase Program — $20,312; and (v) Mr. Park: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $81 and FNF contribution to Employee Stock Purchase Program — $17,187.

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

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Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			9,575,912				5.42	%
Willie D. Davis			82,406				*
John F. Farrell, Jr.			56,613				*
Philip G. Heasley			31,156				*
William A. Imparato			114,723				*
Donald M. Koll			181,659				*
General William Lyon			132,977				*
Frank P. Willey			1,546,435				*
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)			12,761,290				7.17	%

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

(1)	Shares “beneficially owned” include: (a) shares of FNF common stock owned by the individual, (b) FNF restricted stock granted to the individual (Mr. Foley — 165,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon — 3,300; Mr. Willey — 13,200; Mr. Quirk — 23,100; Mr. Abbinante — 13,200; Mr. Jewkes — 8,800; Ms. Meinhardt — 13,200; and Mr. Park — 3,080), (c) FNF options that are exercisable within 60 days and (d) shares of FNF common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 1,591 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				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 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.

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										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			92,355			$	2,004,540				15,246				127,457			$	246,628			$	1,062,823
Roger S. Jewkes			—			$	—				27,145				98,013			$	573,718			$	663,409
Erika Meinhardt			3,300			$	85,511				133,336				115,546			$	3,328,553			$	815,981
Anthony J. Park			—			$	—				90,005				29,039			$	2,564,087			$	206,454

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

	•	stock options: FNF stock options 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;
	•	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 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;

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	•	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;
	•	an intellectual property cross license agreement;
	•	a sublease agreement; and
	•	an assignment, assumption and novation agreement.

	Separation Agreement

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

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	•	the ownership or operation of the assets or properties, and the operations or conduct, of FNF or any of its affiliates (other than us and our subsidiaries), whether arising before of after the distribution;
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by us or any of our affiliates for the benefit of FNF;
	•	any breach by FNF or any of its affiliates of the separation agreement or any of the other transaction documents, any other agreement to which FNF or its affiliates are a party, FNF’s certificate of incorporation or bylaws, or any law or regulation;
	•	any untrue statement of, or omission to state, a material fact in our public filings to the extent it was as a result of information that FNF furnished to us or which we incorporated by reference from FNF’s public filings;
	•	any untrue statement of, or omission to state, a material fact contained in any registration statement or prospectus we may prepare, but only to the extent the untrue statement or omission was made or omitted in reliance upon information provided by FNF expressly for use in any registration statement or prospectus; and
	•	any action or liability arising as a result of the distribution.

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

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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

72

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	Tax Matters Agreement

73

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	Employee Matters Agreement

	Registration Rights Agreement

74

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	Intellectual Property Cross License Agreement

75

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	Sublease Agreement

	Assignment, Assumption and Novation Agreement

	Overview

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

	FIS Corporate Services Agreements

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	•	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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	FNF Starter Repository and Back Plant Access Agreements

78

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	License and Services Agreement

79

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	Lease Agreement

	Master Information Technology Services Agreement

80

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81

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	SoftPro Software License Agreement

	Corporate Services

82

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	IT Services

	Lease

	Real Estate Information

	Agency Agreements

83

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	Cost Sharing Agreement

	Agreements relating to Title Information

	Title Plant Maintenance Agreement and Master Title Plant Access Agreement

84

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	Title Plant Management Agreement

	Tax Sharing Agreements

85

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	Software License Agreements

	Equipment Leases

	Master Loan Agreements

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

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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 June 30, 2005 and December 31, 2004			F-35
Unaudited Combined Statements of Earnings for the six months ended June 30, 2005 and 2004			F-36
Unaudited Combined Statements of Equity And Comprehensive Earnings for the six months ended June 30, 2005			F-37
Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2005 and 2004			F-38
Notes to Unaudited Condensed Combined Financial Statements			F-39

F-1

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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

F-3

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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 $53.8 million, $15.8 million and $4.9 million of other operating expenses from related parties net of amounts allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				849,554				817,597				633,193
	Agent commissions, includes agent commissions of $93.6 million, $250.7 million and $46.7 million paid to related parties in 2004, 2003 and 2002, respectively (see Note A)				2,117,122				2,035,810				1,567,112
	Depreciation and amortization				95,718				79,077				53,042
	Provision for claim losses				259,402				248,834				175,963
	Interest expense				3,885				4,582				8,586
					5,006,486				4,878,795				3,697,966
	Earnings before income taxes and minority interest				882,927				1,091,920				769,364
	Income tax expense				323,598				407,736				276,970
	Earnings before minority interest				559,329				684,184				492,394
	Minority interest				1,165				859				624
		Net earnings		$	558,164			$	683,325			$	491,770
		Unaudited proforma net earnings per share — basic and diluted		$	3.22				—				—
		Unaudited proforma weighted average shares outstanding — basic and diluted			172,951				—				—

F-4

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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

F-5

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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

F-6

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A.	Summary of Significant Accounting Policies

F-7

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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
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

F-8

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F-9

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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

	Investments

F-10

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	Cash and Cash Equivalents

	Fair Value of Financial Instruments

	Trade and Notes Receivables

	Goodwill

	Other Intangible Assets

F-11

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	Capitalized Software

	Title Plants

	Property and Equipment

	Reserve for Claim Losses

F-12

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	Secured Trust Deposits

	Income Taxes

	Reinsurance

	Revenue Recognition

F-13

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	Stock-Based Compensation Plans

		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

F-14

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	American Pioneer Title Insurance Company

	LandCanada

	Key Title Company

F-15

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			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

			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

F-16

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

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

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		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 basis differences				—				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 basis differences				(26,589	)			—
	Investment securities				(8,395	)			(10,665	)
	Bad debts				(10,667	)			(9,036	)
		Total deferred tax liabilities			(171,888	)			(189,880	)
		Net deferred tax liability		$	(51,248	)		$	(60,875	)

I.	Summary of Reserve for Claim Losses

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

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

J.	Commitments and Contingencies

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

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

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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 June 30,				As of December 31,
				2005				2004
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at June 30, 2005 includes $296,814 and $141,090 of pledged fixed maturities relating to secured trust deposits and securities lending program, respectively and December 31, 2004 includes $265,639 of pledged fixed maturity securities related to secured trust deposits			$	2,525,060			$	2,174,817
	Equity securities, at fair value at June 30, 2005 includes $1,699 of pledged equities related to securities lending program				142,883				115,070
	Other long-term investments				20,884				21,219
	Short-term investments, at June 30, 2005 and December 31, 2004 includes $393,286 and $280,351, respectively, of pledged short-term investments related to secured trust deposits				735,983				508,383
		Total investments			3,424,810				2,819,489
Cash and cash equivalents, at June 30, 2005 and December 31, 2004 includes $370,771 and $195,200, respectively, of pledged cash related to secured trust deposits					614,555				268,414
Trade receivables, net of allowance of $11,252 at June 30, 2005 and $11,792 at December 31, 2004					185,751				145,447
Notes receivable, net of allowance of $1,990 at June 30, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at June 30, 2005 and December 31, 2004					37,818				39,196
Goodwill					962,587				959,600
Prepaid expenses and other assets					310,221				311,730
Title plants					303,332				301,610
Property and equipment, net					134,304				164,916
Due from FNF					—				63,689
				$	5,973,378			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	782,859			$	603,705
	Notes payable				7,802				22,390
	Reserve for claim losses				984,290				980,746
	Secured trust deposits				1,057,166				735,295
	Deferred tax liabilities				83,109				51,248
	Due to FNF				8,894				—
					2,924,120				2,393,384
	Minority interests				4,643				3,951
Equity:
	Investment by FNF				3,096,617				2,719,056
	Accumulated other comprehensive loss				(52,002	)			(42,300	)
					3,044,615				2,676,756
				$	5,973,378			$	5,074,091

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					Six Months Ended
					June 30,
					2005				2004
					(In thousands, except per share
					amounts)
Revenue:
	Direct title insurance premiums				$	1,017,396			$	987,019
	Agency title insurance premiums, includes $42.8 million and $74.5 million of premiums from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,304,200				1,348,430
		Total title premiums				2,321,596				2,335,449
	Escrow and other title related fees, includes $5.0 million and $2.9 million of revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					543,465				514,019
		Total title and escrow				2,865,061				2,849,468
	Interest and investment income, includes $0.4 million and $0.2 million of interest revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					45,430				28,163
	Realized gains and losses, net					21,922				17,044
	Other income					20,020				21,573
					$	2,952,433			$	2,916,248
Expenses:
	Personnel costs, excludes $12.2 million and $15.5 million of personnel costs allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					904,603				838,063
	Other operating expenses, includes $44.3 million and $34.0 million of other operating expenses from related parties net of amounts allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					451,093				422,113
	Agent commissions, includes agent commissions of $37.7 million and $65.6 million paid to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,005,121				1,046,601
	Depreciation and amortization					49,389				44,193
	Provision for claim losses					150,677				125,010
	Interest expense					724				2,256
						2,561,607				2,478,236
	Earnings before income taxes and minority interest					390,826				438,012
	Income tax expense					146,637				160,312
	Earnings before minority interest					244,189				277,700
	Minority interest					1,292				455
			Net earnings		$	242,897			$	277,245
	Unaudited proforma net earnings per share — basic and diluted				$	1.40				—
	Unaudited proforma weighted average shares outstanding — basic and diluted					172,951				—

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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			—				(9,702	)			(9,702	)			(9,702	)
	Net contribution of capital			134,664				—				134,664				—
	Net earnings			242,897				—				242,897				242,897
Balance, June 30, 2005			$	3,096,617			$	(52,002	)		$	3,044,615			$	233,195

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				Six Months Ended
				June 30,
				2005				2004
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	242,897			$	277,245
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			49,389				44,193
		Net increase (decrease) in reserve for claim losses			3,544				16,863
		Gain on sales of investments and other assets			(21,922	)			(17,044	)
	Changes in assets and liabilities, net of effects from acquisitions:
		Net increase (decrease) in secured trust deposits			2,190				(1,121	)
		Net increase in trade receivables			(40,304	)			(9,838	)
		Net (increase) decrease in prepaid expenses and other assets			12,847				(20,237	)
		Net increase (decrease) in accounts payable, accrued liabilities and minority interests			33,533				(91,577	)
		Net increase in income taxes			109,001				178,073
		Net cash provided by operating activities			391,175				376,557
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				1,339,841				983,368
	Proceeds from maturities of investment securities available for sale				150,102				89,701
	Proceeds from sales of real estate, property and equipment				30,519				4,189
	Cash received as collateral on loaned securities, net				2,951				—
	Collections of notes receivable				8,609				2,762
	Additions to title plants				(2,071	)			(6,052	)
	Additions to property and equipment				(31,207	)			(30,557	)
	Additions to capitalized software				(2,986	)			(3,001	)
	Additions to notes receivable				(7,731	)			(4,314	)
	Purchases of investment securities available for sale				(1,598,705	)			(1,388,303	)
	Net proceeds of short-term investment activities				(224,185	)			227,937
	Acquisition of businesses, net of cash acquired				(5,018	)			(110,822	)
		Net cash used in investing activities			(339,881	)			(235,092	)
Cash Flows From Financing Activities:
	Debt service payments				(14,588	)			(17,655	)
	Dividends paid				(11,240	)			(159,600	)
	Net contribution from (distribution to) FNF				145,104				(28,119	)
		Net cash provided by (used in) financing activities			119,276				(205,374	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				170,570				(63,909	)
	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			$	243,784			$	100,806

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A.	Basis of Financial Statements

	Description of Business

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	Principles of Consolidation and Basis of Presentation

	Unaudited Proforma Net Earnings Per Share

	Transactions with Related Parties

		2005				2004
		(In millions)
Agency title premiums earned		$	42.8			$	74.5
Rental income earned			5.0				2.9
Interest revenue			0.4				0.2
Total revenue		$	48.2			$	77.6

Agency title commissions		$	37.7			$	65.6
Data processing costs			24.7				29.1
Corporate services allocated			(36.1	)			(37.1	)
Title insurance information expense			11.2				15.3
Other real-estate related information		$	8.5			$	4.6
Software expense			3.6				3.0
Rental expense			1.7				1.1
Total expenses		$	51.3			$	81.6
Total pretax impact of related party activity		$	(3.1	)		$	(4.0	)

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F-41

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		June 30, 2005				December 31, 2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
(Due to) Due from FNF		$	(8.9	)		$	57.4

B.	Acquisitions

	Service Link LLC

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	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			$	438,772			$	(2,934	)		$	385,567			$	(2,217	)		$	824,339			$	(5,151	)
States and political subdivisions				179,361				(928	)			219,577				(2,938	)			398,938				(3,866	)
Corporate securities				127,368				(1,306	)			263,184				(4,403	)			390,552				(5,709	)
Equity securities				60,305				(4,949	)			54,791				(6,345	)			115,096				(11,294	)
	Total temporarily impaired securities		$	805,806			$	(10,117	)		$	923,119			$	(15,903	)		$	1,728,925			$	(26,020	)

D.	Stock-Based Compensation Plans

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		Six Months Ended
		June 30,
		2005				2004
		(In thousands, except per
		share amounts)
Net earnings, as reported		$	245,545			$	276,192
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,329				1,330
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(3,895	)			(2,338	)
Pro forma net earnings		$	244,979			$	275,184

E.	Pension and Postretirement Benefits

			For the Six Months Ended June 30,
			2005				2004				2005				2004
			Pension Benefits								Postretirement Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	76			$	103
Interest cost				4,174				4,325				592				662
Expected return on assets				(3,918	)			(3,565	)			—				—
Amortization of prior service cost				—				—				(768	)			(1,352	)
Amortization of actuarial loss				4,414				3,502				274				229
	Total net periodic (income) expense		$	5,760			$	4,262			$	174			$	(358	)

F.	Legal Proceedings

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters

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

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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			$	769,600
Printing and Engraving			$	210,000
Legal Fees and Expenses			$	550,000
Accounting Fees and Expenses			$	150,000
Miscellaneous			$	100,000
	Total		$	1,835,498

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		Form of Separation Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.2		Form of Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.3		Form of Reverse Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.4		Form of Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.5		Form of Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.6		Form of Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.7		Form of Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.8		Form of Sublease Agreement dated           , 2005 between FNF and the Registrant.***
	10	.9		Form of Assignment, Assumption and Novation Agreement dated           , 2005 between FNF and the Registrant.***
	10	.10		Form of Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.11		Form of Reverse Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.12		Form of Starters Repository Access Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.13		Form of Back Plant Repository Access Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.14		Form of License and Services Agreement dated           , 2005 between FIS and the Registrant.***
	10	.15		Form of Lease Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.16		Form of Master Information Technology Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.17		Form of SoftPro Software License Agreement dated           , 2005 between Fidelity National Information Solutions, Inc. and the Registrant.***
	10	.18		Form of 7.30% Promissory Note due August 15, 2011 payable to FNF.***
	10	.19		Form of 5.25% Promissory Note due March 15, 2013 payable to FNF.***
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***

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Exhibit
Number				Description
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***

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Exhibit
Number				Description
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Form of Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.***
	10	.50		Form of Fidelity National Title Group, Inc. Employee Stock Purchase Plan.***
	10	.51		Form of Restricted Stock Grant Agreement***
	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).
	99	.1		Consent of Willie M. Davis to be named as Nominee for Director.***
	99	.2		Consent of John F. Farrell, Jr. to be named as Nominee for Director.***
	99	.3		Consent of Philip G. Heasley to be named as Nominee for Director.***
	99	.4		Consent of William A. Imparato to be named as Nominee for Director.***
	99	.5		Consent of Donald M. Koll to be named as Nominee for Director.***
	99	.6		Consent of General William Lyon to be named as Nominee for Director.***
	99	.7		Consent of Frank P. Willey to be named as Nominee for Director.***

**	Filed herewith

***	Previously filed

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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/ Anthony J. Park

	Name: Anthony J. Park
	Title: Chief Financial Officer

Signature				Title		Date
		*   William P. Foley, II		Chairman of the Board of Directors			September 27, 2005
		*   Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)			September 27, 2005
		/s/ Anthony J. Park   Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)			September 27, 2005
By:		/s/ Anthony J. Park   Anthony J. Park Attorney-in-fact

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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		Form of Separation Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.2		Form of Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.3		Form of Reverse Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.4		Form of Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.5		Form of Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.6		Form of Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.7		Form of Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.***
	10	.8		Form of Sublease Agreement dated           , 2005 between FNF and the Registrant.***
	10	.9		Form of Assignment, Assumption and Novation Agreement dated           , 2005 between FNF and the Registrant.***
	10	.10		Form of Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.11		Form of Reverse Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.12		Form of Starters Repository Access Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.13		Form of Back Plant Repository Access Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.14		Form of License and Services Agreement dated           , 2005 between FIS and the Registrant.***
	10	.15		Form of Lease Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.16		Form of Master Information Technology Services Agreement, dated           , 2005 between FIS and the Registrant.***
	10	.17		Form of SoftPro Software License Agreement dated           , 2005 between Fidelity National Information Solutions, Inc. and the Registrant.***
	10	.18		Form of 7.30% Promissory Note due August 15, 2011 payable to FNF.***
	10	.19		Form of 5.25% Promissory Note due March 15, 2013 payable to FNF.***
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.***
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.***
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.***
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.***
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.***
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.***

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Exhibit
Number				Description
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.***
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.***
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.***
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.***
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.***
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.***
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.***
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.***
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.***
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.***
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.***
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.***
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.***
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.***
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.***

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Table of Contents

Exhibit
Number				Description
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.***
	10	.49		Form of Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.***
	10	.50		Form of Fidelity National Title Group, Inc. Employee Stock Purchase Plan.***
	10	.51		Form of Restricted Stock Grant Agreement***
	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).
	99	.1		Consent of Willie M. Davis to be named as Nominee for Director.***
	99	.2		Consent of John F. Farrell, Jr. to be named as Nominee for Director.***
	99	.3		Consent of Philip G. Heasley to be named as Nominee for Director.***
	99	.4		Consent of William A. Imparato to be named as Nominee for Director.***
	99	.5		Consent of Donald M. Koll to be named as Nominee for Director.***
	99	.6		Consent of General William Lyon to be named as Nominee for Director.***
	99	.7		Consent of Frank P. Willey to be named as Nominee for Director.***

**	Filed herewith

***	Previously filed

 

 

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