FNF

Business Context and Reporting Period

This Form 8-K, dated September 18, 2006, reports on Fidelity National Financial, Inc. ("FNF") and its majority-owned subsidiary, Fidelity National Title Group, Inc. ("FNT"). The filing details the amendment of definitive agreements entered into on June 25, 2006, regarding a complex corporate restructuring involving a spin-off and a subsequent merger.

Key Financial Metrics and Transaction Structure

The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or margins for a reporting period. Instead, it outlines the financial mechanics of the proposed restructuring:

• Asset Contribution: FNF will contribute substantially all assets (excluding interests in FIS and FNF Leasing) to FNT. This includes up to $275 million in cash and certain investment assets.
• Consideration: FNT will issue FNF Class A common stock equal to 33,563,829 shares plus a variable amount calculated by dividing the cash/investment assets contributed (capped at $275 million) by $23.50.
• Liabilities: FNT will assume all of FNF's liabilities, including tax liabilities addressed in a separate Tax Disaffiliation Agreement.
• Equity Adjustments: FNT plans to increase its stock incentive plan by 15,500,000 shares subject to stockholder approval.

Material Changes and Transaction Timeline

The filing describes a multi-step transaction sequence intended to separate FNF's title insurance business from its information services business:

1. Amended Agreements: On September 18, 2006, FNF amended the Securities Exchange and Distribution Agreement (SEDA) and the Merger Agreement with Fidelity National Information Services, Inc. ("FIS").
2. Spin-off: Following the asset contribution, FNF will distribute all FNT Class A common stock to FNF stockholders as a dividend.
3. Leasing Merger: Shortly after the spin-off, FNF Capital Leasing, Inc. will merge into a subsidiary of FIS. FNF will receive between 307,377 and 409,836 shares of FIS common stock depending on ownership percentages.
4. FIS Merger: Approximately two weeks after the spin-off, FNF will merge into FIS. FNF's corporate existence will cease, and FIS will be the surviving entity.

Management Commentary, Risks, and Contingencies

Management Commentary and Compensation:

• FNT has adopted an annual incentive plan for executives, with a maximum award of $25 million per fiscal year, payable in cash. This requires stockholder approval to qualify as deductible performance-based compensation.
• Transaction-related bonuses for certain FNF executive officers are authorized and will not violate pre-closing covenants.

Risks and Contingencies:

• Closing Conditions: The SEDA closing is contingent upon the satisfaction of conditions for the FIS Merger and Leasing Merger.
• Stockholder Approval: The amended stock incentive plan and the annual incentive plan require stockholder approval at the 2006 Annual Meeting.
• Asset Sale: FNT has agreed to sell all FIS shares it owns to FIS for cash at the closing trading price on the day prior to the SEDA closing.

Key Facts for Investor Verification

• Verify the final share count of FNT Class A stock to be issued, as it depends on the exact amount of cash and investment assets contributed (capped at $275 million).
• Confirm stockholder approval status for the FNT annual incentive plan and the amendment to the stock incentive plan.
• Monitor the timing of the Spin-off relative to the FIS Merger to understand the final corporate structure.
• Review the Tax Disaffiliation Agreement to understand the allocation of tax liabilities between the entities.
• Check the final number of FIS shares received by FNF upon the Leasing Merger, which varies based on FNF Leasing's ownership percentage.