UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2002

Commission File Number 1-9396

FIDELITY NATIONAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	86-0498599
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
17911 Von Karman Avenue, Suite 300, Irvine, California	92614
(Address of principal executive offices)	(Zip Code)

(949) 622-4333

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [   ]

As of April 30, 2002, 95,611,616 shares of the Registrant’s Common Stock were outstanding.

TABLE OF CONTENTS

Part I: FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
		CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
		CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		Notes to Condensed Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosure about Market Risk
Part II: OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES

FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 2002

INDEX

					Page
Part I:	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
			A.	Condensed Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001		3
			B.	Condensed Consolidated Statements of Earnings for the three months ended March 31, 2002 and 2001		4
			C.	Condensed Consolidated Statements of Comprehensive Earnings for the three months ended March 31, 2002 and 2001		5
			D.	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2002		6
			E.	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001		7
			F.	Notes to Condensed Consolidated Financial Statements		9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				13
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk				18
Part II:	OTHER INFORMATION
	Item 1.	Legal Proceedings				18
	Item 6.	Exhibits and Reports on Form 8-K				18

     Part I: FINANCIAL INFORMATION

     Item 1. Condensed Consolidated Financial Statements

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

			March 31,			December 31,
			2002			2001
			(Unaudited)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at March 31, 2002 includes $240,627 and at December 31, 2001 includes $237,253 of pledged fixed maturity securities related to secured trust deposits		$	1,285,926		$	1,216,240
	Equity securities, at fair value			109,236			56,360
	Other long-term investments			20,953			39,682
	Short-term investments at March 31, 2002 includes $101,301 and at December 31, 2001 includes $81,893 of pledged short-term investments related to secured trust deposits			522,655			491,539
		Total investments		1,938,770			1,803,821
Cash and cash equivalents, at March 31, 2002 includes $219,607 and at December 31, 2001 includes $367,907 of pledged cash related to secured trust deposits				423,307			542,620
Leases and residual interests in securitizations				163,929			173,883
Trade receivables, net				165,803			163,961
Notes receivable, net				18,293			20,149
Cost in excess of net assets acquired, net				798,785			808,584
Prepaid expenses and other assets				344,076			358,933
Title plants				276,103			275,591
Property and equipment, net				158,931			161,643
Deferred tax asset				113,716			106,813
			$	4,401,713		$	4,415,998
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
	Accounts payable and accrued liabilities		$	566,760		$	596,019
	Notes payable			544,542			565,690
	Reserve for claim losses			883,068			881,053
	Secured trust deposits			547,182			673,126
	Income taxes payable			65,014			14,074
				2,606,566			2,729,962
	Minority interests and preferred stock of subsidiary			51,495			47,166
Stockholders’ equity:
	Preferred stock, $.0001 par value; authorized, 3,000,000 shares; issued and outstanding, none			—			—
	Common stock, $.0001 par value; authorized, 100,000,000 shares issued, 96,188,243 as of March 31, 2002 and 95,348,876 as of December 31, 2001			10			10
	Additional paid-in capital			1,175,236			1,158,847
	Retained earnings			590,406			498,073
				1,765,652			1,656,930
	Accumulated other comprehensive earnings			926			4,866
	Less treasury stock, 1,100,000 shares as of March 31, 2002 and December 31, 2001, at cost			(22,926	)		(22,926	)
				1,743,652			1,638,870
			$	4,401,713		$	4,415,998

See Notes to Condensed Consolidated Financial Statements

3

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)

			Three months ended
			March 31,
			2002		2001
			(Unaudited)
REVENUE:
	Title insurance premiums		$	729,362	$	534,840
	Escrow and other title-related fees			204,323		141,399
	Real estate related services			95,835		56,550
	Interest and investment income, including realized gains and losses			25,339		27,848
	Other income			12,001		17,227
				1,066,860		777,864
EXPENSES:
	Personnel costs			330,138		250,824
	Other operating expenses			224,877		176,009
	Agent commissions			308,971		221,928
	Provision for claim losses			36,468		26,741
	Interest expense			8,617		14,382
		Total expenses		909,071		689,884
Earnings before amortization of cost in excess of net assets acquired				157,789		87,980
Amortization of cost in excess of net assets acquired				—		11,722
Earnings before income taxes				157,789		76,258
Income tax expense				56,804		31,266
		Net earnings	$	100,985	$	44,992
Basic earnings per share			$	1.07	$	0.49
Weighted average shares outstanding, basic basis				94,577		92,017
Diluted earnings per share			$	1.03	$	0.47
Weighted average shares outstanding, diluted basis				97,749		95,250
Cash dividends per share			$	0.09	$	0.08

See Notes to Condensed Consolidated Financial Statements

4

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)

		Three months ended
		March 31,
		2002			2001
		(Unaudited)
Net earnings		$	100,985		$	44,992
Other comprehensive earnings (loss):
	Unrealized gains (losses) on investments, net (1)		(2,141	)		4,756
	Reclassification adjustments for (gains) losses included in net earnings (2)		(1,799	)		896
Other comprehensive earnings (loss)			(3,940	)		5,652
Comprehensive earnings		$	97,045		$	50,644

(1)	Net of income tax expense (benefit) of $(1.4) million and $3.2 million for the three months ended March 31, 2002 and 2001, respectively.
(2)	Net of income tax expense (benefit) of $(1.2) million and $597 for the three months ended March 31, 2002 and 2001, respectively.

See Notes to Condensed Consolidated Financial Statements.

5

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands)

												Accumulated
			Common Stock				Additional					Other			Treasury Stock
							Paid-in		Retained			Comprehensive
			Shares		Amount		Capital		Earnings			Earnings			Shares		Amount
Balance, December 31, 2001				95,349	$	10	$	1,158,847	$	498,073		$	4,866			1,100	$	(22,926	)
		Exercise of stock options		839		—		11,191		—			—					—
		Tax benefit associated with the exercise of options		—		—		3,655		—			—			—		—
	Other comprehensive loss — unrealized loss on investments and other financial instruments			—		—		—		—			(3,940	)		—		—
		Capital transactions of investments accounted for under the equity method		—		—		1,543		—			—			—		—
		Cash dividends declared ($0.09 per share)		—		—		—		(8,652	)		—			—		—
		Net earnings		—		—		—		100,985			—			—		—
Balance, March 31, 2002				96,188	$	10	$	1,175,236	$	590,406		$	926			1,100	$	(22,926	)

See Notes to Condensed Consolidated Financial Statements

6

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

			Three months ended
			March 31,
			2002			2001
			(Unaudited)
Cash flows from operating activities:
	Net earnings		$	100,985		$	44,992
	Reconciliation of net earnings to net cash provided by operating activities:
		Depreciation and amortization		16,939			27,430
		Net increase (decrease) in reserve for claim losses		2,015			(8,637	)
		Net increase in provision for possible losses other than claims		200			200
		Gain on sales of assets		(5,955	)		(838	)
	Change in assets and liabilities, net of effects from acquisitions:
		Net (increase) decrease in leases and lease securitization residual interests		9,954			(25,027	)
		Net increase in secured trust deposits		(426	)		(86	)
		Tax benefit associated with the exercise of stock options		3,655			6,804
		Net increase in trade receivables		(2,517	)		(11,946	)
		Net (increase) decrease in prepaid expenses and other assets		17,023			(7,502	)
		Net decrease in accounts payable, accrued liabilities and minority interests		(23,794	)		(62,437	)
		Net increase in income taxes		46,520			39,866
Net cash provided by operating activities				164,599			2,819
Cash flows from investing activities:
	Proceeds from sales of investment securities available for sale			272,380			162,763
	Proceeds from maturities of investment securities available for sale			43,269			43,355
	Proceeds from sale of assets			—			318
	Collections of notes receivable			1,794			2,586
	Additions to title plants			(557	)		(824	)
	Additions to property and equipment			(14,207	)		(11,025	)
	Purchases of investment securities available for sale			(400,271	)		(203,571	)
	Net proceeds (purchases) from short-term investment securities			(31,116	)		4,198
	Additions to notes receivable			(1,180	)		(1,427	)
	Acquisitions of businesses, net of cash acquired			(2,613	)		(23,631	)
	Sale of subsidiary, net of cash			15,500			—
Net cash used in investing activities				(117,001	)		(27,258	)

See Notes to Condensed Consolidated Financial Statements.

7

FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

		Three months ended
		March 31,
		2002			2001
		(Unaudited)
Cash flows from financing activities:
	Borrowings	$	5,253		$	43,433
	Net proceeds from common stock offering		—			256,301
	Principal payments		(26,459	)		(266,687	)
	Dividends paid		(8,596	)		(6,993	)
	Stock options exercised		11,191			8,023
Net cash provided by (used in) financing activities			(18,611	)		34,077
Net increase in cash and cash equivalents			28,987			9,638
Cash and cash equivalents at beginning of period			174,713			130,814
Cash and cash equivalents at end of period		$	203,700		$	140,452
Supplemental cash flow information:
	Income taxes paid (refunded)	$	2,212		$	(15,000	)
	Interest paid	$	12,714		$	14,837
Noncash investing and financing activities:
	Dividends declared and unpaid	$	8,652		$	7,833

See Notes to Condensed Consolidated Financial Statements

8

Fidelity National Financial, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Note A — Basis of Financial Statements

The financial information included in this report includes the accounts of Fidelity National Financial, Inc. and its subsidiaries (collectively, the “Company”) and has been prepared in accordance with generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

Certain reclassifications have been made in the 2001 Condensed Consolidated Financial Statements to conform to classifications used in 2002.

Note B — Recent Developments

On April 30, 2002, FNIS announced a tender offer for all of the outstanding shares of Micro General Corporation (Nasdaq: MGEN — “MGEN”) whereby each share of MGEN common stock will be exchanged for shares of FNIS common stock.

The tender offer represents a fixed exchange ratio of .696 shares of FNIS common stock for each share of MGEN common stock. Based on the closing price of $23.92 for FNIS’ common stock on April 29, 2002, the implied tender offer price is $16.65 per share of MGEN common stock. This exchange ratio represents a seventeen percent premium to MGEN stockholders based on the closing price of $14.25 on April 29, 2002 and a sixteen percent premium based on the thirty-day average closing price of $14.39 as of April 29, 2002.

FNIS will issue 11.0 million new shares of common stock, resulting in approximately 35.5 million outstanding shares of FNIS common stock. We will own approximately 72.5% of the outstanding stock of FNIS after the completion of the tender offer.

Note C — Acquisitions

On January 3, 2001, the Company acquired International Data Management Corporation (“IDM”), a leading provider of real estate information services, for $20.8 million in cash. IDM’s real estate information databases contain over 100 million real property ownership and sales records from the continental United States. The databases are updated daily to reflect new sales, mortgage information and other changes in real property ownership. The acquisition was accounted for as a purchase.

On June 19, 2001 the Company acquired Risco, Inc. (“Risco”), the third largest multiple listing service vendor in the United States, for approximately $12.0 million in cash. The acquisition was accounted for as a purchase.

On August 1, 2001, the Company acquired approximately 80% of the outstanding common stock of Fidelity National Information Solutions, Inc. (NASDAQ:FNIS) (“FNIS”), formerly VISTA Information Solutions, Inc. (“Vista”), a provider of real estate information products and services, including multiple listing services and environmental data and disclosure information businesses. In consideration for this acquisition, the Company contributed its wholly-owned tax, credit, flood, appraisal, property records (IDM) and multiple listing service (Risco) businesses to the former Vista entity and as a result, immediately following the consummation of the transaction, the Company owned 80% of the combined entity.

In accordance with the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), the cost in excess of net assets acquired in the FNIS transaction will not be amortized. For the period from January 1, 2002 through March 31, 2002, the results of the former operations of Vista are included in the Company’s Condensed Consolidated Financial Statements.

9

Note D — Common Stock Offering

On January 24, 2001, the Company issued 9,740,500 shares of its common stock at a public offering price of $27.69 per share. Proceeds from this offering, net of underwriting discounts and commissions and other estimated related expenses, were $256.3 million. Net proceeds of $100.0 million were used to repay in full and terminate the $100.0 million, 18-month revolving credit facility and net proceeds of $149.5 million were used to pay down in full the $250.0 million, 6-year revolving credit facility. The remainder of the cash proceeds are available for general corporate purposes.

Note E — Earnings Per Share

The Company presents “basic” earnings per share, representing net earnings divided by the weighted average shares outstanding (excluding all common stock equivalents), and “diluted” earnings per share, representing the dilutive effect of all common stock equivalents. The following table illustrates the computation of basic and diluted earnings per share:

	Three months ended
	March 31,
	2002		2001
	(In thousands, except
	per share amounts)
Net earnings, basic and diluted basis	$	100,985	$	44,992
Weighted average shares outstanding during the period, basic basis		94,577		92,017
Plus: Common stock equivalent shares assumed from conversion of options		3,172		3,233
Weighted average shares outstanding during the period, diluted basis		97,749		95,250
Basic earnings per share	$	1.07	$	0.49
Diluted earnings per share	$	1.03	$	0.47

Note F — Segment Information

Summarized financial information concerning the Company’s reportable segments is shown in the following table.

			Real Estate
Three Months Ended:	Title		Related		Corporate
March 31, 2002	Insurance		Services		and Other		Total
	(Dollars in thousands)
Total revenue	$	952,554	$	96,569	$	17,737	$	1,066,860
Operating earnings	$	132,948	$	17,288	$	7,770	$	158,006
Interest and investment income, including realized gains and losses		18,869		734		5,736		25,339
Depreciation and amortization expense		12,160		2,895		1,884		16,939
Interest expense		349		260		8,008		8,617
Earnings before income taxes		139,308		14,867		3,614		157,789
Income tax expense		50,151		5,352		1,301		56,804
Net earnings	$	89,157	$	9,515	$	2,313	$	100,985
Assets	$	3,559,036	$	377,577	$	465,100	$	4,401,713
Cost in excess of net assets acquired, net	$	695,073	$	94,333	$	9,379	$	798,785

10

			Real Estate
Three Months Ended:	Title		Related		Corporate
March 31, 2001	Insurance		Services		and Other			Total
	(Dollars in thousands)
Total revenue	$	701,886	$	56,908	$	19,070		$	777,864
Operating earnings	$	75,595	$	8,228	$	6,399		$	90,222
Interest and investment income, including realized gains and losses		25,647		358		1,843			27,848
Depreciation and amortization expense		22,934		2,076		2,420			27,430
Interest expense		1,243		3		13,136			14,382
Earnings (loss) before income taxes		77,065		6,507		(7,314	)		76,258
Income tax expense (benefit)		31,597		2,668		(2,999	)		31,266
Net earnings (loss)	$	45,468	$	3,839	$	(4,315	)	$	44,992
Assets	$	3,213,190	$	265,752	$	453,071		$	3,932,013

The activities of the reportable segments include the following:

Title Insurance

This segment, consisting of title insurance underwriters and wholly-owned title insurance agencies, provides core title insurance and escrow services, including document preparation, collection and trust activities. This segment coordinates its activities with those of the real estate related services segment described below in order to offer the full range of real estate products and services required to execute and close a real estate transaction.

Real Estate Related Services

This segment, consisting of various real estate related and ancillary service subsidiaries, offers the complementary specialized products and services required to execute and close a real estate transaction that are not offered by the title insurance segment described above. These services include property appraisal, credit reporting, exchange intermediary services, real estate tax services, home warranty insurance, foreclosure posting and publishing, loan portfolio services, flood certification, field services, property records and multiple listing services. These services require specialized expertise and have been centralized for efficiency and ease of management.

Corporate and Other

The corporate segment consists of the operations of the parent holding company, as well as the operations of Micro General Corporation and FNF Capital, Inc., as well as the issuance and repayment of corporate debt obligations. In the fourth quarter of 2001, the Company discontinued FNF Capital’s small-ticket lease origination business.

The accounting policies of the segments are the same as those used in the Condensed Consolidated Financial Statements. Intersegment sales or transfers which occurred in the ordinary course of consolidated operations, have been eliminated from the segment information provided.

Note G — Adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Intangible Assets”

SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount.

11

Existing goodwill will be amortized through 2001 at which time amortization will cease and a transitional goodwill impairment test will be performed.

The Company has completed a transitional goodwill impairment test on its reporting units and has determined that each of its reporting units has a fair value in excess of its carrying value. Accordingly, no goodwill impairment has been recorded.

Beginning on January 1, 2002, the Company ceased recording goodwill amortization in accordance with SFAS No. 142. The following table reconciles reported net earnings and net earnings per share to adjusted net earnings and net earnings per share:

		Three months ended
		March 31,
		2002		2001
		(In thousands, except per share amounts)
Net earnings		$	100,985	$	44,992
Add back: Amortization of cost in excess of net assets acquired			—		11,722
Add back: Tax effect of amortization of cost in excess of net assets acquired			—		(247	)
Adjusted net earnings		$	100,985	$	56,467
Basic Earnings Per Share:
	Net earnings	$	1.07	$	0.49
	Amortization of cost in excess of net assets acquired		—		0.13
	Tax effect of amortization of cost in excess of net assets acquired		—		—
	Adjusted net earnings per share — basic	$	1.07	$	0.62
Diluted Earnings Per Share:
	Net earnings	$	1.03	$	0.47
	Amortization of cost in excess of net assets acquired		—		0.12
	Tax effect of amortization of cost in excess of net assets acquired		—		—
	Adjusted net earnings per share — diluted	$	1.03	$	0.59

Note H — Dividends and Stock Repurchase Program

On January 22, 2002, the Company’s Board of Directors declared a cash dividend of $.09 per share, payable on April 26, 2002, to stockholders of record as of April 12, 2002. On April 24, 2002, the Company’s Board of Directors declared a cash dividend of $.10 per share, payable on July 23, 2002, to stockholders of record as of July 9, 2002.

On April 24, 2001, the Company’s Board of Directors authorized the Company to purchase up to 6,050,000 shares of its common stock. Purchases may be made from time to time by the Company in the open market, in block purchases or in privately negotiated transactions. As of March 31, 2002, the Company has repurchased a total of 1,100,000 shares of common stock for $22.9 million, or an average price of $20.84 per share.

Note I — Share and Per Share Restatement

On April 24, 2002, the Company declared a 10% stock dividend to stockholders of record as of May 9, 2002, payable on May 23, 2002. All data with respect to earnings per share, dividends per share and share information, including price per share where applicable, in the Condensed Consolidated Financial Statements has been retroactively adjusted to reflect the stock dividend.

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including, but not limited to: general economic and business conditions, including interest rate fluctuations and general volatility in the capital markets; changes in the performance of the real estate markets; the impact of competitive products and pricing; success of operating initiatives; adverse publicity; the ability to identify businesses to be acquired; availability of qualified personnel; employee benefits costs and changes in, or the failure to comply with government regulations and other risks detailed in our filings with the Securities and Exchange Commission.

Factors Affecting Comparability

Our Condensed Consolidated Statements of Earnings for 2002 include the results of the former operations of Vista for the period from January 1, 2002 through March 31, 2002. As a result, quarter over quarter comparisons may not be meaningful. In addition, in the fourth quarter of 2001, we discontinued our small-ticket lease origination business. Further, we ceased recording goodwill amortization beginning in 2002 in accordance with SFAS No. 142. See Note G to Notes to Condensed Consolidated Financial Statement.

Results of Operations

Net earnings for the first quarter of 2002 were $101.0 million, or $1.03 per diluted share, as compared with net earnings of $45.0 million, or $0.47 per diluted share, for the first quarter of 2001.

The following table presents the calculation of net earnings before amortization of cost in excess of net assets acquired consistent with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”).

	Three months ended
	March 31,
	2002		2001
	(In thousands, except
	per share data)
Net earnings	$	100,985	$	44,992
Amortization of cost in excess of net assets acquired		—		11,722
Tax effect of amortization of cost in excess of net assets acquired		—		(247	)
Net earnings before amortization of cost in excess of net assets acquired	$	100,985	$	56,467
Diluted net earnings per share before amortization of cost in excess of net assets acquired	$	1.03	$	0.59
Diluted weighted average shares outstanding		97,749		95,250

Title insurance revenue is closely related to the level of real estate activity and the average price of real estate sales on both a national and local basis. Real estate sales are directly affected by changes in the cost of financing purchases of real estate — i.e., mortgage interest rates. Other macroeconomic factors affecting real estate activity include, but are not limited to, demand for housing, employment levels, family income levels and general economic conditions. Because these factors can change dramatically, revenue levels in the title insurance industry can also change dramatically. For example, beginning in late 1995 and into 1998, the level of real estate activity increased, including refinancing transactions, new home sales and resales, due in part to decreases in mortgage interest rates. Stable mortgage interest rates and strength in the real estate market, especially in California and throughout the West Coast, contributed to very positive conditions for

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the title insurance industry throughout 1997 and 1998. However, during the second half of 1999 and through 2000, steady interest rate increases caused by actions taken by the Federal Reserve Board resulted in a significant decline in refinancing transactions. As a result, the market shifted from a refinance-driven market in 1998 to a more traditional market driven by new home purchases and resales in 1999 and 2000. However, beginning in December 2000 and continuing through the first quarter of 2002, interest rates have been reduced by 475 basis points, bringing interest rates down to their lowest level in recent history, which again has significantly increased the volume of refinance activity.

Title insurance premiums increased 36.4% to $729.4 million in the first quarter of 2002 as compared with the first quarter of 2001, due to the increases in real estate and refinance activity as a result of the decline in interest rates.

The following table presents information regarding the components of title insurance premiums:

		Three months ended
		March 31,
				% of					% of
		2002		Total			2001		Total
		(Dollars in thousands)
Title premiums from direct operations		$	337,176		46.2	%	$	249,707		46.7	%
Title premiums from agency operations			392,186		53.8			285,133		53.3
	Total	$	729,362		100.0	%	$	534,840		100.0	%

The increase in real estate activity in 2002 and 2001 has been partially offset by a decrease in the average fee per file. The decrease in fee per file is consistent with the increased levels of refinance activity experienced during the first quarters of both periods.

Escrow and other title-related fees for the three-month period ended March 31, 2002 were $204.3 million as compared with $141.4 million for the corresponding period of the prior year. The trend in escrow and title-related fees is generally consistent with that of our direct title premiums.

Revenue from real estate related services were $95.8 million in the first quarter of 2002 as compared with $56.6 million for the prior year quarter. The increase in revenue for the three-month period is primarily the result of increases in revenue from our property appraisal services, real estate tax services, field services, flood monitoring services and multiple listing services (Risco), which was acquired in the second quarter of 2001. In addition, revenue from real estate related services include the revenue of the former operations of Vista from the period January 1, 2002 through March 31, 2002.

Interest and investment income was $25.3 million in the first quarter of 2002 as compared with $27.8 million in the first quarter of 2001. The decrease in interest and investment income earned during the first quarter of 2002 is primarily due to a decrease in interest income reflecting lower rates in the first quarter of 2002 as compared with the corresponding prior year quarter. The decrease in interest and investment income in the first quarter of 2002 was partially offset by net realized gains on the sale of assets of $6.0 million as compared with net realized gains of $0.8 million in the first quarter of 2001. Net realized gains for the first quarter of 2002 include a $3.1 million gain recognized on our investment in Santa Barbara Restaurant Group (“SBRG”) common stock as a result of the merger between SBRG and CKE Restaurants, Inc.

Other income represents external revenue generated by Micro General Corporation, our majority-owned information services subsidiary and FNF Capital, Inc., our equipment leasing subsidiary. Other income for the first quarter of 2002 was $12.0 million as compared with $17.2 million for the first quarter of 2001. The decrease in other income is due to the decrease in externally generated revenue by Micro General Corporation.

Our operating expenses consist primarily of personnel costs, other operating expenses and agent commissions, which are incurred as orders are received and processed. Title insurance premiums and escrow and other title-related fees are generally recognized as income at the time the underlying transaction closes. As a result, revenue lags approximately 60-90 days behind expenses and therefore gross margins may fluctuate. The changes in the market environment, mix of business between direct

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and agency operations and the contributions from our various business units have impacted margins and net earnings. We have implemented programs and have taken necessary actions to maintain expense levels consistent with revenue; however, a short time lag does exist in reducing variable costs and certain fixed costs are incurred regardless of revenue levels.

Personnel costs include base salaries, commissions and bonuses paid to employees, and are one of our most significant operating expenses. These costs generally fluctuate with the level of orders opened and closed and with the mix of revenue. For the first quarter of 2002 personnel costs were $330.1 million, or 30.9% of total revenue, compared with $250.8 million, or 32.2% of total revenue for the corresponding 2001 quarter. We have taken significant measures to maintain appropriate personnel levels and costs relative to the volume and mix of business while maintaining customer service standards and quality controls. We will continue to monitor prevailing market conditions and will adjust personnel costs in accordance with activity.

Other operating expenses consist primarily of facilities expenses, title plant maintenance, premium taxes (which insurance underwriters are required to pay on title premiums in lieu of franchise and other state taxes), postage and courier services, computer services (including personnel costs associated with information technology support), professional services, advertising expenses, general insurance, depreciation and trade and notes receivable allowances. We continue to be committed to cost control measures. In response to market conditions, we have implemented aggressive cost control programs in order to maintain operating expenses at levels consistent with the levels of revenue. However, certain fixed costs are incurred regardless of revenue levels, resulting in period-over-period fluctuations. Our cost control programs are designed to evaluate expenses, both current and budgeted, relative to existing and projected market conditions. Total other operating expenses were $224.9 million, or 21.1% of total revenue for the first quarter of 2002 as compared with $176.0 million, or 22.6% of total revenue for the first quarter of 2001.

Agent commissions represent the portion of policy premiums retained by agents pursuant to the terms of their respective agency contracts. Agent commissions were 78.8% of agent title premiums in the first quarter of 2002 as compared with 77.8% of agent title premiums for the first quarter of 2001. Agent commissions and the resulting percentage of agent title premiums retained by us vary according to regional differences in real estate closing practices and state regulations.

The provision for claim losses includes an estimate of anticipated title claims. The estimate of anticipated title and title related claims is accrued as a percentage of title premium revenue based on our historical loss experience and other relevant factors. We monitor our claim loss experience on a continual basis and adjust the provision for claim losses accordingly. We believe that as a result of our underwriting and claims handling practices, as well as the refinancing business of prior years, we will maintain the favorable claim loss trends we have experienced over the past several years. As such, our claim loss provision as a percentage of total title premiums was 5.0% in the first quarter of 2002 and 2001.

Interest expense for the three-month period ended March 31, 2002 was $8.6 million. Interest expense for the three-month period ended March 31, 2001 was $14.4 million. The decrease in interest expense in 2002 is attributable to a decrease in outstanding notes payable, primarily as a result of using proceeds from our common stock offering in January 2001 to pay down amounts outstanding under our credit facility.

Amortization of cost in excess of net assets acquired was $0 in the first quarter of 2002 as a result of adopting SFAS No. 142. Amortization of cost in excess of net assets acquired was $11.7 million in the first quarter of 2001. See Note G of Notes to Condensed Consolidated Financial Statements.

Income tax expense, as a percentage of earnings before income taxes, was 36.0% and 41.0% for the first quarters of 2002 and 2001, respectively. The fluctuation in income tax expense as a percentage of earnings before income taxes is attributable to our estimate of ultimate income tax liability and the characteristics of net earnings, i.e. operating income versus investment income as well as the elimination of amortization of cost in excess of net assets acquired consistent with SFAS No. 142.

Liquidity and Capital Resources

Cash Flows. Our cash requirements include debt service, operating expenses, taxes, capital expenditures, systems development, lease securitizations and dividends on our common stock. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, through cash dividends from subsidiaries, cash generated by investment securities and bank borrowings through existing credit facilities. Our short- and long-term liquidity requirements are monitored regularly to match cash inflows with cash requirements. We forecast the daily needs of all of our subsidiaries and periodically review their short- and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying these projections.

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Our two significant sources of our funds are dividends and distributions from our subsidiaries. As a holding company, we receive cash from our subsidiaries in the form of dividends and as reimbursement for operating and other administrative expenses we incur. The reimbursements are executed within the guidelines of management agreements among us and our subsidiaries. Our insurance subsidiaries are restricted by state regulation in their ability to pay dividends and make distributions. Each state of domicile regulates the extent to which our title underwriters can pay dividends or make other distributions to us. During 2002, our title insurance subsidiaries could pay dividends or make other distributions to us of $114.3 million. Our underwritten title companies, real estate related service companies, FNIS, Micro General and FNF Capital, collect revenue and pay operating expenses. However, they are not regulated to the same extent as our insurance subsidiaries. Positive cash flow from these subsidiaries is invested primarily in cash and cash equivalents.

Seasonality. Historically, real estate transactions have produced seasonal revenue levels for title insurers. The first calendar quarter is typically the weakest quarter in terms of revenue due to the generally low volume of home sales during January and February. The fourth calendar quarter is typically the strongest in terms of revenue due to commercial entities desiring to complete transactions by year-end. Significant changes in interest rates may alter these traditional seasonal patterns due to the effect of the cost of financing has on the volume of real estate transactions.

Financing. In connection with the Chicago Title merger in March 2000, we entered into a syndicated credit agreement. The credit agreement provides for three distinct credit facilities:

• $100.0 million, 18 month revolving credit facility due September 30, 2001, which was repaid and terminated on January 24, 2001:

• $250.0 million, 6 year revolving credit facility due March 19, 2006; and

• $450.0 million term loan facility with a 6 year amortization period, due March 19, 2006.

The credit agreement bears interest at a variable rate of interest based on the debt ratings assigned to us by certain independent agencies, and is unsecured. The current interest rate is LIBOR plus 1.125%. Amounts borrowed under the credit agreement were used to pay the cash portion of the merger consideration, to refinance previously existing indebtedness, to pay fees and expenses incurred in connection with the merger and to fund other general corporate purposes. As of March 31, 2002, $135.0 million was outstanding under our credit agreement and we have $250.0 million in borrowings available to us.

The credit agreement and other debt facilities impose certain affirmative and negative covenants on us relating to current debt ratings, certain financial ratios related to liquidity, net worth, capitalization, investments, acquisitions and restricted payments, and certain dividend restrictions. We are in compliance with all of our debt covenants as of March 31, 2002.

On August 20, 2001, we issued $250.0 million aggregate principal amount of 7.3% notes. We received net proceeds of $247.0 million, after expenses, which were used to pay down a portion of the $450.0 million, 6 year term loan facility. Interest is payable semiannually and the notes are due in August 2011.

Financing Obligations. There have been no material changes in our annual financing obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2001.

Capital Stock Transactions. On January 24, 2001, we issued 9,740,500 shares of our common stock at a public offering price of $27.69 per share. Proceeds from this offering, net of underwriting discounts and commissions and other related expenses, were $256.3 million. Net proceeds of $100.0 million were used to repay in full and terminate the $100.0 million, 18 month revolving credit facility and net proceeds of $149.5 million were used to pay down in full the $250.0 million, 6 year revolving credit facility. The remainder of the cash proceeds are available for general corporate purposes.

On April 24, 2001, our Board of Directors authorized us to purchase up to 6,050,000 shares of our common stock. Purchases may be made by us from time to time in the open market or in block purchases or in privately negotiated transactions depending on market conditions and other factors. As of March 31, 2002, we have repurchased a total of 1,100,000 shares of our common stock for $22.9 million, at an average purchase price of $20.84 per share.

Merger of CKE Restaurants, Inc. (“CKE”) and Santa Barbara Restaurant Group, Inc. (“SBRG”). On March 1, 2002, a merger between CKE and SBRG was consummated, whereby SBRG became a wholly-owned subsidiary of CKE. As a

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result of the merger, holders of SBRG common stock received .491 shares of CKE common stock for each whole share of SBRG common stock.

Prior to the merger, we owned approximately 1% and 37% of the outstanding common shares of CKE and SBRG, respectively. Our Chief Executive Officer and Chairman of the Board of Directors also serves as Chairman of the Board of Directors at CKE and SBRG. In addition, our Vice Chairman of the Board of Directors also serves on the board of directors of both CKE and SBRG. As of March 31, 2002, our total investment in both companies was $26.7 million. As a result of the merger, our shares of SBRG common stock were converted into common shares of CKE and we own approximately 7% of the outstanding common stock of CKE and we recognized a $3.1 million gain.

Critical Accounting Policies. There have been no material changes in our critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2001.

Recent Accounting Pronouncements. During the second quarter of 2001, we adopted 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”). EITF 99-20 sets forth the rules for recognizing interest income on all credit-sensitive mortgage and asset-backed securities and certain prepayment-sensitive securities including agency interest-only strips, whether purchased or retained in securitization, and determining when these securities must be written down to fair value because of impairment. Adoption of EITF 99-20 requires the valuation of residual interests in securitizations to be recorded as a reduction to the carrying value of the residual interests through a charge to earnings when any portion of the decline in fair value is attributable to an impairment loss, rather than an unrealized loss in stockholders’ equity. As such, we recorded a charge of $5.7 million, net of income tax benefit of $3.0 million, in the second quarter of 2001.

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No. 141”) and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 141 requires that all business combinations be accounted for under the purchase method. The statement further requires separate recognition of intangible assets that meet one of two criteria. The statement applies to all business combinations initiated after June 30, 2001.

SFAS No. 142 requires that an intangible asset that is acquired shall be initially recognized and measured based on its fair value. The statement also provides that goodwill should not be amortized, but shall be tested for impairment annually, or more frequently if circumstances indicate potential impairment, through a comparison of fair value to its carrying amount. Existing goodwill will be amortized through 2001 at which time amortization will cease and we will perform a transitional goodwill impairment test. SFAS No. 142 is generally effective for fiscal periods beginning after December 15, 2001 and the amortization provisions of SFAS No. 142 are effective for acquisitions subsequent to June 30, 2001. We have completed a transitional goodwill impairment test on our reporting units and have determined that each of our reporting units has a fair value in excess of our carrying value, therefore no goodwill impairment has been recorded.

In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment of Long-Lived Assets” (“SFAS No. 144”) which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supersedes Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” it retains many of the fundamental provisions of that statement. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144 did not have a material impact on our financial statements.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in the market risks described in our Annual Report on Form 10-K for the year ended December 31, 2001.

Part II: OTHER INFORMATION

Item 1. Legal Proceedings

As previously disclosed in our prior Securities and Exchange Commission filings, we are named in class action lawsuits alleging irregularities and violations of law in connection with title and escrow practices. Four lawsuits are currently pending. Three previously filed lawsuits have been dismissed. One of the existing lawsuits is filed by the Attorney General of the State of California and others on behalf of the California Controller, the California Insurance Commissioner and the California general public against an alleged defendant class consisting of the entire title and escrow industry in California. The other three suits are filed by private parties in State court in Los Angeles. In February 2000, we reached a settlement of the claims alleged by the California Insurance Commissioner. Although the settlement required us to make a monetary payment, it did not require us to pay any fine or penalty. We are significantly advanced in settlement negotiations, which we presently believe may result in settlement or resolution of the remaining cases in calendar year 2002. We do not believe that the resolution of these lawsuits will have a material impact on us.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits:
	None
(b)	Reports on Form 8-K:
	None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIDELITY NATIONAL FINANCIAL, INC. (Registrant)
By:	/s/ Alan L. Stinson	Date: May 14, 2002
	Alan L. Stinson Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

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